GILEAD SCIENCES, INC. | Reduce Ownership Threshold to call a special stockholder meeting

Status
56.80% votes in favour
AGM date
Previous AGM date
Proposal number
7
Resolution details
Company ticker
GILD
Lead filer
Individual
Resolution ask
Other ask
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 the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting.
Supporting statement
It is important to adopt this proposal at the 10% threshold because GILD shareholders do not have a genuine right to act by written consent. The current “right” to act by written consent is useless.

What group of shareholder in their right mind would chose to organize 20% of all shares outstanding to simply get a date on a calendar in regard to written consent when the same group of 20% of shareholders can compel management to call a special meeting?

Door number one is a date on a calendar from management that shareholders can frame and door number 2 may take less effort and compels management to hold a special shareholder meeting. Thus door number 2, a special shareholder meeting, is the clear choice and our current written consent is therefore useless.

Thus it is in shareholders’ best interest to have a 10% threshold to call a special shareholder meeting to make up for not having a real right to act by written consent. And GILD shareholders gave majority support to a genuine right to act by written consent at the 2018 annual meeting.

Since management will not give shareholders a genuine right to act by written consent, in spite of a majority shareholder vote in favor, we need the right for 10% of shares to be able to call a special shareholder meeting.

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