GILEAD SCIENCES, INC. | Policy requiring more director candidates than board seats at GILEAD SCIENCES, INC.

Status
0.75% votes in favour
AGM date
Previous AGM date
Proposal number
6
Resolution details
Company ticker
GILD
Lead filer
Individual
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Health Care
Company HQ country
United States
Resolved clause
Resolved: stockholders recommend that Gilead Sciences, Inc. (the Company) reform the election of the board to list more candidates than the number of directors of the
board to be elected.
Supporting statement
“Director compensation has now soared to a level that inevitably makes pay a subconscious factor affecting the behavior of many non-wealthy members. . . . Frequently,
the possession of one such directorship bestows on its holder three to four times the annual [originally emphasized] median income of U.S. households. . . . If the NWD
[non-wealthy director] has seriously challenged his/her present CEO’s compensation or acquisition dreams, his or her candidacy will silently die. When seeking directors,
CEOs don’t look for pit bulls. It’s the cocker spaniel that gets taken home.” –Warren E. Buffett, Chairman of the Board of Berkshire Hathaway, February 22, 2020.
Shareholders in JPMorgan Chase & Co., Intel, and other big companies voted in 2022 against their companies’ compensation for their top executives.
The American corporate boards and executives have become a class of oligarchy, as defined by Aristotle, according to his _Politics_. In this great classic, Aristotle
demonstrated that in a stable polis, the ratio of the rich citizen’s land to the poor citizen’s land should not be over 5 to 1.
One of the main problems is that corporate boards are not democratically elected. The board needs democratic reform to elect members from more diversified
candidates. Shareholders should have the right to choose from more candidates than the number of the board of directors to be elected.
This democratic reform proposal should be implemented as not to violate any contractual obligations, with amendments to the Company’s governing documents as
needed. The board has the flexibility to implement this proposal to design the criteria and process to nominate at least one more candidate than the number of directors
of the board to be elected.

How other organisations have declared their voting intentions

Organisation name Declared voting intentions Rationale
Anima Sgr Against As the proponent has not made a compelling case that the proposed change in the director election process would improve the composition of the board or the performance of the company.
Rothschild & co Asset Management Against

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