Gilead Sciences

(c) Appointment of Principal Financial Officer. On October 15, 2019, Gilead Sciences, Inc. (the “Company”) announced that Andrew Dickinson has been named Chief Financial Officer, effective November 1, 2019. As previously announced by the Company, Robin Washington will retire from her position as the Company’s Executive Vice President and Chief Financial Officer and has agreed to remain in an advisory capacity through the completion of the Company’s reporting of 2019 financial results. Mr. Dickinson, age 49, is currently the Company’s Executive Vice President, Corporate Development and Strategy, a position he has held since joining the Company in 2016. Prior to joining the Company, Mr.

(b) Departure of Certain Officers On July 17, 2019, Gilead Sciences, Inc., a Delaware corporation (the “Company”), announced that Gregg H. Alton will cease to serve as the Company’s Chief Patient Officer, effective as of October 4, 2019. Following such date, Mr. Alton will serve as a non-executive senior advisor to the Company through the end of the year. Mr. Alton will receive a reduced base salary for his services following October 4, 2019 based on his current base salary level and anticipated reduced hours of service and will be eligible for an annual bonus based on his 2019 service. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

(b) Departure of Certain Officers On July 17, 2019, Gilead Sciences, Inc., a Delaware corporation (the “Company”), announced that John G. McHutchison has decided to step down from his position as the Company’s Chief Scientific Officer, Head of Research and Development, effective as of August 2, 2019 (the “Separation Date”). In connection with Dr. McHutchison’s voluntary departure, the Company and Dr. McHutchison entered into a transition services and general release agreement (the “Transition Agreement”). Under the Transition Agreement, Dr. McHutchison has agreed to continue his employment with the Company through the Separation Date, and, subject to Dr. McHutchison executing a general release in favor of the Company and otherwise complying with the terms of the Transition Agreement, the Company will pay Dr. McHutchison a lump sum payment of $1,100,000. Dr.

(b) Departure of Certain Officers On May 29, 2019, Gilead Sciences, Inc., a Delaware corporation (the “Company”), issued a press release announcing that it has hired Johanna Mercier to serve as Executive Vice President, Chief Commercial Officer, and that Laura Hamill will step down from her position as the Company’s Executive Vice President, Worldwide Commercial Operations, effective as of July 1, 2019. In connection with her separation from the Company, Ms. Hamill will be eligible to receive a cash payment of $1,750,000 in light of compensation arrangements that will be forfeited, and stock options that were granted to her in October 2018 will be amended to remain exercisable for twelve months from the date of her separation, subject to her executing a standard release. Ms.

(b) Departure of Certain Officers On April 30, 2019, Gilead Sciences, Inc., a Delaware corporation (the “Company”), announced that Robin Washington plans to retire from her position as the Company’s Executive Vice President and Chief Financial Officer, effective March 1, 2020, or if earlier, when a successor is named and commences in the role. Should a successor be named and commences in the role prior to March 1, 2020, Ms. Washington has agreed to remain in an advisory capacity through the completion of the Company’s reporting of 2019 financial results. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

As of March 1, 2019, Daniel O’Day was appointed by the Gilead Sciences, Inc. Board of Directors (“Board”) as a member of the Board and as Chief Executive Officer and Chairman of the Board. As previously announced, on the same date, John C. Martin, Ph.D. resigned from the Board. 2

Appointment of Principal Executive Officer On December 9, 2018, Gilead Sciences, Inc. (“Gilead”) announced that the Board of Directors of Gilead (the “Board”) has completed its search for a new chief executive officer and appointed Daniel O’Day to serve as Chief Executive Officer of Gilead. The Board also determined to elect Mr. O’Day as Chairman of the Board. Mr. O’Day is expected to join Gilead on March 1, 2019 (the “Start Date”). As previously announced by Gilead, John F. Milligan, Ph.D. will step down as Gilead’s President and Chief Executive Officer and will resign from the Board on December 31, 2018, and John C. Martin, Ph.D., Chairman of the Board, will resign from the Board effective on the Start Date. Mr. O’Day, age 54, is currently the Chief Executive Officer of Roche Pharmaceuticals, a division of the Roche Group.

(e) Compensation Arrangements of Certain Officers On July 25, 2018, Gilead Sciences, Inc. (“Gilead”) announced the planned transition of President and Chief Executive Officer John F. Milligan, Ph.D., by the end of 2018 and the decision of Board Chairman John C. Martin, Ph.D., to step down from the Board when a new Chief Executive Officer is appointed. The process for selecting a new Chief Executive Officer is ongoing. In light of this important ongoing leadership transition, on September 12, 2018, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Gilead approved a one-time retention program for Gilead officers and key employees, including Gilead’s Chief Financial Officer and other executive officers. The retention program is designed to promote continuity and stability through the Chief Executive Officer succession process.

(e) Compensation Arrangements of Certain Officers As previously announced by Gilead Sciences, Inc. (“Gilead”) on July 25, 2018, John F. Milligan, Ph.D., has agreed to step down as Gilead’s President and Chief Executive Officer and will resign from Gilead’s Board of Directors on December 31, 2018 or, if earlier, when his successor is named and commences in the role. Dr. Milligan has agreed to continue to serve through such date, and thereafter will remain an employee to assist in transitional matters through February 28, 2019. In connection with Dr. Milligan’s transition and separation, on August 6, 2018, Gilead and Dr. Milligan entered into a Separation Agreement and Release (the “Separation Agreement”). Pursuant to the Separation Agreement, Gilead has agreed that Dr. Milligan’s 2018 bonus will be paid based on actual corporate performance.

(a) Departure of Directors (b) Departure of Certain Officers On July 25, 2018, Gilead Sciences, Inc. (“Gilead”) announced that John F. Milligan, Ph.D., has agreed to step down as Gilead’s President and Chief Executive Officer and will resign from Gilead’s Board of Directors on December 31, 2018 or, if earlier, when his successor is named and commences in the role. Dr. Milligan has agreed to continue to serve through such date, and thereafter will remain an employee to assist in transitional matters through February 28, 2019. Compensation arrangements in connection with Dr. Milligan’s transition and separation will be filed once they have been finalized. John Martin, Ph.D., currently Gilead’s Chairman of the Board of Directors, has also informed the Board of Directors of his intent to step down from the Board at the time a new Chief Executive Officer is named.

(d) Appointment of a Director At a meeting held on May 9, 2018, the Board of Directors (the “Board”) of Gilead Sciences, Inc. (the “Company”) appointed Harish Manwani to serve on the Board and Compensation Committee of the Board effective May 9, 2018. The Board determined that Mr. Manwani meets the criteria of “independent director” as specified by applicable laws and regulations of the U.S. Securities and Exchange Commission (the “SEC”), the listing rules of NASDAQ and the Company’s Board Guidelines. There is no arrangement or understanding between Mr. Manwani and any other persons pursuant to which Mr. Manwani was selected as a director, and there are no related party transactions involving Mr. Manwani that are reportable under Item 404(a) of Regulation S-K. As compensation for his service on the Board and Compensation Committee, Mr.

(a) Retirement of Directors On January 31, 2018, Mr. Nicholas G. Moore announced his intention to retire from the Board of Directors (the Board) of Gilead Sciences, Inc. (the Company), effective as of the end of his term in May 2018. Mr. Moore’s decision to retire was not the result of any dispute or disagreement with the Company. (d) Appointment of a Director At a meeting held on January 31, 2018, the Board elected Jacqueline K. Barton, Ph.D. to serve on the Board effective January 31, 2018. Dr. Barton will serve on the Scientific Committee of the Board. There is no arrangement or understanding between Dr. Barton and any other persons pursuant to which Dr. Barton was selected as a director, and there are no related party transactions involving Dr. Barton that are reportable under Item 404(a) of Regulation S-K.

Transition of Executive Chairman to Chairman of the Board of Directors On December 14, 2017, Gilead Sciences, Inc., a Delaware corporation (the "Company"), announced that John C. Martin, Ph.D., the Company’s Executive Chairman, will transition from his position as Executive Chairman to Chairman of the Board of Directors effective March 9, 2018. A copy of the Company’s press release is attached as Exhibit 99.1 to this report.

Resignation of Principal Operating Officer On September 27, 2017, Gilead Sciences, Inc., a Delaware corporation (the “Company”), announced that Kevin Young CBE, the Company’s Chief Operating Officer, plans to retire effective early 2018. 2

Approval of a Restatement of the Gilead Sciences, Inc. 2004 Equity Incentive Plan On February 2, 2017 the Board of Directors (the Board) of Gilead Sciences, Inc. (Gilead) approved an amendment and restatement of the Gilead Sciences, Inc. 2004 Equity Incentive Plan (the 2017 Restatement), subject to stockholder approval. A summary of the principal features of the 2017 Restatement is set forth under Proposal 3 of Gilead’s definitive proxy statement filed with the Securities and Exchange Commission on March 27, 2017 (the 2017 Proxy Statement), which description is incorporated herein by reference. The 2017 Restatement was approved by Gilead’s stockholders at the 2017 Annual Meeting of Stockholders on May 10, 2017 (the Annual Meeting).

(e) Compensation Arrangements of Certain Officers On February 16, 2017, the Compensation Committee (the Committee) of the Board of Directors (the Board) of the Gilead Sciences, Inc. (the Company) set the 2017 base salary for John C. Martin, Ph.D., the Company’s Executive Chairman at $1,160,000. On February 16, 2017, the Committee granted Dr. Martin stock options and performance share awards with an effective date of February 16, 2017 with grant-date fair values of $2,000,000 and $2,000,000, respectively. The number of shares actually granted will be based on the fair value on the February 16, 2017 effective date. The options will be granted under the Company’s 2004 Equity Incentive Plan, as amended (the Plan), and will have an exercise price equal to the closing price of the Company’s common stock on February 16, 2017.

(e) Compensation Arrangements of Certain Officers 2016 Bonuses and 2017 Base Salaries On February 2, 2017, the Compensation Committee (the Committee) of the Board of Directors (the Board) of the Gilead Sciences, Inc. (the Company) set the base salaries for the 2017 fiscal year for the Company’s executive officers listed below (the Executive Officers). The Committee also determined their bonus awards for the completed 2016 fiscal year based on their individual performance and the Company’s attained level of certain financial and non-financial objectives established for that year. The independent members of the Board ratified the 2016 bonus and 2017 base salary of John F. Milligan, Ph.D., the Company’s President and Chief Executive Officer. The approved 2016 bonuses and 2017 base salaries for the Executive Officers are as follows: Name and Title 2016 Bonus 2017 Base Salary John F.

(d) Appointment of a Director At a meeting held on August 19, 2016, the Board of Directors (the Board) of Gilead Sciences, Inc. (the Company) elected Kelly A. Kramer to the Board effective August 19, 2016. Ms. Kramer will serve on the Audit Committee of the Board. There is no arrangement or understanding between Ms. Kramer and any other persons pursuant to which Ms. Kramer was selected as a director, and there are no related party transactions involving Ms. Kramer that are reportable under Item 404(a) of Regulation S-K. As compensation for her service on the Board and Audit Committee during the remainder of the 2016-2017 director compensation period, Ms. Kramer will receive: (1) A pro-rated equity grant, consisting of options to purchase 5,611 shares of the Company’s common stock and restricted stock units covering an additional 1,339 shares of Company’s common stock.

Appointment of Principal Operating Officer On May 22, 2016, the Board of Directors (the Board) of Gilead Sciences, Inc. (Gilead) appointed Kevin Young CBE to serve as Chief Operating Officer effective May 24, 2016. Mr. Young will receive an annual base salary of $1,050,000. His target bonus opportunity (as a percent of annual base salary) is 95%. The Board approved equity awards for Mr. Young with an effective date of June 10, 2016 comprising of (i) stock options with a grant date fair value of $1,750,000 and (ii) performance-based restricted stock units having individual performance goals with a grant date fair value of $1,750,000. The number of shares actually granted will be based on the fair value on the June 10, 2016 effective date.

Approval of the Amended and Restated Code Section 162(m) Bonus Plan On January 28, 2016 and March 22, 2016, the Compensation Committee (the Committee) of the Board of Directors (the Board) of Gilead Sciences, Inc. (Gilead) approved the Amended and Restated Gilead Sciences, Inc. Code Section 162(m) Bonus Plan (the Restated 162(m) Bonus Plan), subject to stockholder approval. A summary of the principal features of the Restated 162(m) Bonus Plan is set forth under Proposal 3 of Gilead’s definitive proxy statement filed with the Securities and Exchange Commission on March 28, 2016 (the 2016 Proxy Statement), which description is incorporated herein by reference. The Restated 162(m) Bonus Plan, including the material terms of the performance goals thereunder, was approved by Gilead’s stockholders at the 2016 Annual Meeting of Stockholders on May 11, 2016 (the Annual Meeting).

Director or officer change (Item 5.02). Open the filing for details.

Director or officer change (Item 5.02). Open the filing for details.