ilmn-20250325

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): March 24, 2025

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 Global Select Market

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. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On March 25, 2025, Stephen P. MacMillan, notified the Board of Directors (the “Board”) of Illumina, Inc. (the “Company”) of his intention to resign as a director of the Company, effective as of March 28, 2025. Mr. MacMillan’s resignation is not the result of any dispute or disagreement with the Company or the Company’s Board of Directors on any matter relating to the operations, policies or practices of the Company.

(d) On March 25, 2025, the Board elected Keith A. Meister to serve on the Board beginning March 28, 2025. Mr. Meister will stand for election at the Company’s 2025 annual meeting of stockholders to serve for a one-year term commencing with such meeting. There is no arrangement or understanding between Mr. Meister and any other person pursuant to which he was selected as a director. In addition, Mr. Meister is not a party to any transaction with the Company reportable under Item 404(a) of Regulation S-K under the Securities Act of 1933. Mr. Meister will participate in the non-employee director compensation programs described under “Director Compensation” in the Company’s proxy statement filed on April 4, 2024.

Item 7.01 Regulation FD Disclosure.

On March 25, 2025, the Company issued a press release to announce the changes in Board membership described in Items 5.02(b) and (d) above. In addition, Dr. Scott Gottlieb has been elected non-executive Chair of Illumina’s Board, effective as of March 28, 2025. Such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release dated March 25, 2025 issued by Illumina, Inc.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

ILLUMINA, INC.

Date:

March 25, 2025

By:

/s/ SCOTT DAVIES

Name:

Scott Davies

Title:

Chief Legal Officer

Exhibit Index


Exhibit Number						Description
99.1						Press release dated March 25, 2025 issued by Illumina, Inc.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Illumina Board of Directors Elects Dr. Scott Gottlieb Chair,

Keith Meister to Join Board of Directors

Stephen MacMillan to retire from the Board

SAN DIEGO, March 25, 2025 /PRNewswire/ — Illumina, Inc. (NASDAQ: ILMN), a global leader in DNA sequencing and array-based technologies, today announced changes to its Board of Directors. Scott Gottlieb, MD, has been elected non-executive Chair of Illumina’s Board. Dr. Gottlieb has served on the Board of Directors since 2020. Additionally, Keith Meister, founder, Managing Partner, and Chief Investment Officer of Corvex Management, will join the Board of Directors on March 28, 2025. Stephen MacMillan, Chairman, President, and CEO of Hologic, who joined the Illumina Board in June 2023, has decided to retire from the board in preparation for the company’s upcoming annual meeting of shareholders.

“I’m honored to accept this role at Illumina, a company at the forefront of our rapidly evolving industry, whose groundbreaking innovations continue to transform patient opportunities and shape the field of genomics,” Dr. Gottlieb said. “I extend our gratitude to Steve for his dedication and commitment to Illumina, and I look forward to continuing to collaborate with the board and management team to advance the company’s mission and to drive profitable growth. We also welcome to the board Keith Meister, who brings experience as an investor in the field of genomics along with a strong record of supporting value creation for shareholders.”

Mr. MacMillan commented, “I am pleased with what Illumina has accomplished in advancing genomics and fostering groundbreaking innovations that have shaped our field, and I am grateful to the Board for entrusting me with the opportunity to contribute to this remarkable company. I leave with great confidence in the board and the management team. Their collective vision, leadership, and deep commitment to scientific progress give me every reason to believe they’ll continue—and indeed amplify—the transformative work we have set in motion.”

“I look forward to working with Illumina’s Board and strong management team,” Mr. Meister said. “Illumina has the right strategy to drive the expansion of its role in helping to shape the field of genomics and expand the application of these technologies for patient care, and I’m confident in Illumina’s ability to accelerate revenue growth and deliver value for shareholders.”

About Scott Gottlieb, MD

Scott Gottlieb was appointed to Illumina’s Board in February 2020. Dr. Gottlieb is a physician and served as the 23rd Commissioner of the U.S. Food and Drug Administration from 2017 to 2019. He is currently a Partner at the venture capital firm New Enterprise Associates and a Senior Fellow at the American Enterprise Institute for Public Policy Research. He serves as a director of the publicly traded companies Pfizer, Inc. and TempusAI, and is a member of the executive committee of the board of the Mount Sinai Medical System. Dr. Gottlieb is an elected member of the National Academy of Medicine.

About Keith Meister

Keith Meister is Managing Partner and Chief Investment Officer of Corvex Management LP, which he founded in December 2010. Mr. Meister currently serves on the boards of directors for MGM Resorts, GeneDx and Vestis. He is Chairman of the board of directors of the Harlem Children’s Zone and a member of the board of trustees for the American Museum of Natural History.

About Illumina

Illumina is improving human health by unlocking the power of the genome. Our focus on innovation has established us as a global leader in DNA sequencing and array-based technologies, serving customers in the research, clinical, and applied markets. Our products are used for applications in the life sciences, oncology, reproductive health, agriculture, and other emerging segments. To learn more, visit www.illumina.com and connect with us on X, Facebook, LinkedIn, Instagram, TikTok, and YouTube.

Contacts

Investors:

Salli Schwartz

+1.858.291.6421

[email protected]

Media:

Samantha Beal

[email protected]

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