GILEAD SCIENCES, INC.

The proposal requests that the Board adopt a formal policy requiring the offices of Board Chair and Chief Executive Officer to be held by separate individuals, with the Board Chair to be an independent director and a Lead Director not to substitute for an independent Chair. It would permit an interim non-independent Chair for a short period while the Board seeks an independent Chair and could be phased in at contract renewal or next CEO transition. The supporting statement argues that an independent Chair provides impartial oversight, stronger accountability and mitigation of conflicts of interest, and notes a number of legal, clinical and commercial events the proponent cites as rationale for enhanced independent leadership. The request asks the Board to amend governing documents as necessary to implement the policy.

This proposal requests a report, at reasonable cost and excluding confidential information, that evaluates risks that extending patent exclusivities on current treatments could delay release of biosimilars and new therapeutics and thereby impede patient access to more effective or affordable medicines. The requested analysis would consider potential legal, reputational and innovation risks associated with exclusivity-extension strategies and their effect on timing of successor products. The supporting statement cites historical examples and litigation concerns related to HIV medicines as illustrative of the kinds of issues the report should evaluate. The report is intended to help assess whether patent-extension practices create trade-offs between short-term revenues and broader access or innovation objectives.

The proposal asks the Board to commission and publish a report, at reasonable cost and omitting proprietary information, that evaluates the risks to shareholder value, corporate reputation and legal compliance associated with incorporating ESG and DEI metrics into executive compensation plans. The requested review would assess litigation exposure, regulatory uncertainty and reputational impacts arising from subjective or activist criteria used in ESG/DEI-linked pay. The supporting statement cites academic and governance commentary questioning whether such metrics create a 'dual mandate' and whether they are specified sufficiently to demonstrate a positive effect on business performance. The report is intended to provide transparency about how ESG and DEI metrics in pay plans affect fiduciary responsibilities and company risk.