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AHF: Gilead Asks SEC to Block CEO Pay Resolution
[January 14, 2014]

AHF: Gilead Asks SEC to Block CEO Pay Resolution

WASHINGTON --(Business Wire)--

AIDS Healthcare Foundation (AHF) President and Gilead Sciences stockholder Michael Weinstein has written to the Securities and Exchange Commission (SEC) asking the SEC (News - Alert) 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 Foundation."

Weinstein's 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 is unsubstantiated.

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:, find us on Facebook (News - Alert): and follow us on Twitter (News - Alert): @aidshealthcare.

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