UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Form 8-K
 


Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 25, 2023

 

 
graphic
Illumina, Inc.
(Exact name of registrant as specified in its charter)
 

 
001-35406
(Commission File Number)
 
Delaware
 
33-0804655
(State or other jurisdiction
of incorporation)
 
(I.R.S. Employer
Identification No.)

5200 Illumina Way, San Diego, CA 92122
(Address of principal executive offices) (Zip code)

(858) 202-4500
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
 
Title of
each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Common Stock, $0.01 par value
 
ILMN
 
The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13a of the Exchange Act.  





Item 8.01 Other Events.

On May 25, 2023, Illumina, Inc. issued a press release announcing the preliminary results from its 2023 Annual Meeting of Stockholders. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 
     
104
 
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

 


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: May 25, 2023

 
ILLUMINA, INC.   
   

By:
/s/ Joydeep Goswami
 
   
Name:
Joydeep Goswami
 
   
Title:
Chief Financial Officer, Chief Strategy and Corporate Development Officer
 



Exhibit 99.1


Illumina Announces Preliminary Results of Annual Meeting

Illumina shareholders re-elect eight of nine Illumina directors

SAN DIEGO, May 25, 2023 /PRNewswire/ -- Illumina (NASDAQ: ILMN), a global leader in DNA sequencing and array-based technologies, today announced that based on the preliminary results of its 2023 Annual Meeting, Illumina shareholders have voted to elect eight of nine Illumina director nominees – Francis deSouza, Robert Epstein, MD, Frances Arnold, PhD, Caroline Dorsa, Scott Gottlieb, MD, Gary Guthart, PhD, Philip Schiller, and Sue Siegel – as well as Andrew Teno, to the Board of Directors. The Board thanks John Thompson for his board tenure and extraordinary leadership.

Illumina issued the following statement:

“Illumina thanks shareholders for their continued support of the company, which remains committed to its mission of improving human health by unlocking the power of the genome. We appreciate the constructive shareholder feedback throughout this process and are committed to delivering on our plan to accelerate shareholder value creation. We will continue to provide transparent and effective communication as we move forward together.

We would like to welcome Andrew Teno, a portfolio manager at Icahn Capital LP, to the Board and look forward to productive and collaborative engagement.

We also thank John Thompson for his years of service and contributions to Illumina as Chair of the Board. His deep executive experience and business knowledge were greatly valued during his tenure. John brought extensive technology leadership, including as a CEO at Symantec and Virtual Instruments, and Chairman of the Board at Microsoft, to Illumina. His depth and breadth of knowledge in technology and across a number of private and public sectors, as well as his financial expertise, greatly contributed to the Board’s strategic leadership of the company.”

The company also noted that shareholders approved the proposal to ratify auditors, one-year frequency on say-on-pay, and the stock incentive plan proposal; and shareholders did not approve the company’s say-on-pay proposal.

The results announced today are considered preliminary and are subject to certification by the independent Inspector of Elections. The final certified results are expected to be provided in a Current Report filed on Form 8-K with the U.S. Securities and Exchange Commission within the next four business days.

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding mandates, the future, business plans and other statements that are not historical in nature. These statements are made on the basis of Illumina’s views and assumptions regarding future events and business performance and plans as of the time the statements are made. These forward-looking statements may be accompanied by such words as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,”




“project,” “target,” “will” and other words and terms of similar meaning. Illumina does not undertake any obligation to update these statements unless required by applicable laws or regulations, and you should not place undue reliance on forward-looking statements. Specific factors are set forth in Illumina’s Annual Report on Form 10-K for the year ended January 1, 2023 under the caption “Risk Factors”, in information disclosed in public conference calls, the date and time of which are released beforehand, and in filings with the Securities and Exchange Commission including, among others, quarterly reports on Form 10-Q.

Investors:
Salli Schwartz
858-291-6421
[email protected]

Media:
David McAlpine
347-327-1336
[email protected]

Steve Lipin
Gladstone Place Partners
212-230-5930