Proposal to 2024 Gilead Stockholders Meeting

Concord, CA 94519

  September 22, 2023

Gilead Sciences, Inc.

Attention: Corporate Secretary

333 Lakeside Drive

Foster City, California 94404

(via email & post mail)

Re: Proposal to 2024 Stockholders Meeting

Dear Secretary:

Enclosed please find my stockholder proposal for inclusion in our company’s proxy materials for the 2024 annual meeting of stockholders and a letter confirming my shares.  I will continuously hold these shares through the 2024 annual meeting of stockholders. 

I am glad that our company finally set up an email account to receive proposals from shareholders. Furthermore, I encourage Gilead Sciences to honestly engage with shareholders on important policy issues. I am available in person to meet you and via teleconference between 10am – 5pm Monday-Friday from today to December 24, 2023 and beyond. 

Yours truly,

    Jing Zhao

Enclosure: stockholder proposal, letter of shares

Stockholder Proposal on Board Structure Reform

Resolved: stockholders recommend that Gilead Sciences, Inc. (the Company) reform the board structure to include one member of board of directors from the Company’s non-management employees.

Supporting Statement

There is a new trend pushing for non-management employee representation on boards, such as shareholder proposals to Amazon and other companies to include non-management employees on board.  This is a common practice in Europe and the UK.

American corporate board structure needs reform now.  For example, America’s ballooning executive compensation is neither responsible for the society nor sustainable for the economy.  There is no rational methodology to decide the executive compensation, particularly there is no companywide union in the Company; there is no employee representation on boards; and the board is nominated and elected without any competition (the number of candidates is the same number of board seats). 

It is time for American executives as citizens to take the social responsibility on their own initiative rather than to be forced by the public. The board has the flexibility to design guidelines to select a candidate for the new board nominee from non-management employees.