Healthcare Foundation (AHF) President and Gilead
Sciences stockholder Michael Weinstein has written to the Securities
and Exchange Commission (SEC) asking the SEC to deny Gilead's
recent request to exclude a shareholder proposal submitted by Weinstein
to Gilead that was intended to be included in its Proxy for shareholder
vote during Gilead's 2014 Annual Meeting in May. Late last year,
Weinstein submitted a shareholder proposal titled, "Patient
Access as a Criterion of Executive Compensation," for
consideration for shareholder vote in conjunction with the 2014 Annual
Meeting. The proposal would tie executive compensation to Gilead to the
affordability and availability of its lifesaving medications.
Hwever, Gilead rejected Weinstein's proposal without any prior
consultation with Weinstein to resolve alleged discrepancies in his
proposal-as required under SEC regulations. Weinstein is now asking the
SEC to deny Gilead's request for the exclusion of his proposal from its
Proxy and allow shareholders the opportunity to vote on it during this
year's Annual Meeting.
"The matter addressed in my shareholder proposal is of direct relevance
to the shareholders of Gilead: The proposal ties a portion of executive
compensation to patient access to Gilead's medications-a new degree of
accountability that recognizes the unique role pharmaceutical companies
play both as businesses and in society. Gilead CEO John Martin's
reported five-year total compensation through 2012 was over $250
million. During some of those same years, as many as 10,000 vulnerable
low-income Americans living with HIV/AIDS lingered on waiting lists for
access to lifesaving AIDS drugs," said Weinstein, "In seeking to
exclude this proposal from its 2014 proxy, Gilead is attempting to
devalue shareholder input on this matter. Moreover, it is doing so
without any prior consultation with me to try and resolve any alleged
discrepancies in the proposal, and on the basis of erroneous claims
regarding the relevance of my role as the President of AIDS Healthcare
letter to the SEC highlights five areas where he believes
Gilead erred in its challenge to his shareholder proposal as submitted.
These areas include:
I. Gilead failed to contact Mr. Weinstein at any point to resolve
alleged discrepancies or inaccuracies in the Proposal so that it would
be eligible to appear on the 2014 proxy.
II. Gilead's claim that the proposal relates to the redress of a
personal claim or grievance against the company and is designed to
benefit the proponent is erroneous.
III. Gilead's claim that the Proposal should be excluded because it
deals with a matter relating to the Company's ordinary business
operations is erroneous.
IV. Despite Gilead's claim to the contrary, the issues addressed in the
Proposal are held by a large contingent of other shareholders.
V. Gilead's claim that the Proposal is materially false and misleading
For further information on these issues, please see Weinstein's full
letter to the SEC and his original shareholder proposal as submitted to
Gilead (both linked above).
AIDS Healthcare Foundation (AHF), the largest global AIDS
organization, currently provides medical care and/or services to more
than 279,000 individuals in 32 countries worldwide in the US, Africa,
Latin America/Caribbean, the Asia/Pacific Region and Eastern Europe. To
learn more about AHF, please visit our website: www.aidshealth.org,
find us on Facebook: www.facebook.com/aidshealth
and follow us on Twitter: @aidshealthcare.
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