GILEAD SCIENCES, INC. | Shares held in street name be able to call special stockholder meeting at GILEAD SCIENCES, INC.

Status
4.70% votes in favour
AGM date
Previous AGM date
Proposal number
7
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
Shareholders ask our board to take the steps necessary to amend the appropriate company governing documents to give street name shares and non-street name
shares an equal right to call for a special meeting.
Supporting statement
One of the main purposes of this proposal is to give all shares, including street name shares, the right to formally participate in calling for a special shareholder meeting
to the fullest extent possible and to clear up any ambiguity on whether street name shares can formally participate in calling for a special shareholder meeting without
converting their shares to another class of stock.
One of the main purposes of this proposal is to make sure that all street name shares can count 100% toward the 20% of shares needed to call for a special shareholder
meeting.
Currently it takes a theoretical 20% of all shares outstanding to call for a special shareholder meeting.
It then appears that all the shares that are held in street name are 100% disqualified from participating in the calling of a special shareholder meeting. It 50% of Gilead
Sciences shares are held in street name then it would take 40% of non-street name shares (20% times 2) to call a special shareholder meeting.
A right for 40% of a limited class of shares to call a special shareholder meeting, and excluding all other shares, is not much of a right for the Board to brag about. Plus
Gilead shareholders have a useless right to act by written consent that shareholders would avoid and instead call for a special shareholder meeting. Calling a special
shareholder meeting is a less difficult method to put an important issue in front of shareholders compared attempting to acting by written consent – given the
cumbersome Gilead written consent rules.
Calling for a special shareholder meeting is hardly ever used by shareholders but the main point of the right to call for a special shareholder meeting is that it gives
shareholders at least significant standing to engage effectively with management.
Management will have an incentive to genuinely engage with shareholders, instead of stonewalling, if shareholders have a realistic Plan B option of calling a special
shareholder meeting.

How other organisations have declared their voting intentions

Organisation name Declared voting intentions Rationale
Anima Sgr Against The current special meeting right may only be utilized by shareholders of record; however, this requirement is not considered a material restriction nor problematic, given that beneficial owners may become shareholders of record or ask the record holder of the shares to submit a special meeting request on their behalf. Individual retail holders will be practically unable to make use of the special meeting right regardless of whether street name holders are directly eligible, due to the size of the aggregate investment needed to exercise the right at Gilead.
Rothschild & co Asset Management Against

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