ILLUMINA INC
For the period ended May 21, 2025. Filed Apr 9, 2025.
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May 21, 2025 · Filed Apr 9, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Under Rule 14a-12 |
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April 9, 2025
Notice of Annual Meeting and Proxy Statement
| Date: | May 21, 2025 |
|---|---|
| Time: | 10:00 a.m. (Pacific time) |
This year’s annual meeting of stockholders will be held completely virtually.
To participate, vote, or submit questions 15 minutes before and during the annual meeting via live webcast, please visit: www.virtualshareholdermeeting.com/ILMN2025. There will not be a physical location for the annual meeting.
The agenda for this year’s annual meeting includes the following items:
| 1. | Elect eleven nominees to our Board of Directors; |
| 2. | Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2025; |
| 3. | Hold an advisory vote to approve the compensation provided to the “named executive officers” as disclosed in the accompanying proxy statement; |
| 4. | Hold a vote to approve the Second Amended and Restated 2015 Stock and Incentive Plan of Illumina, Inc.; and |
| 5. | Transact such other business as may properly come before the meeting and any adjournment or postponement thereof. |
The Illumina Board of Directors (the “Board of Directors” or the “Board”) unanimously recommends that you vote “FOR” the nominees proposed by the Board of Directors and “FOR” the other proposals recommended by the Board. Only your latest validly executed proxy will count and any proxy may be revoked at any time prior to its exercise at the annual meeting as described in the accompanying proxy statement.
Stockholders as of the record date of March 26, 2025, are entitled to notice of and to vote on the matters listed in the proxy statement.
The proxy statement and accompanying proxy are being mailed to our stockholders on or about April 9, 2025, concurrently with the mailing of our annual report on Form 10-K for the fiscal year ended December 29, 2024.
By Order of the Board of Directors,
Scott Davies
Chief Legal Officer and Secretary
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on May 21, 2025: The proxy statement and Annual Report to Stockholders are available atwww.proxyvote.com.
Voting is easy:
VIA THE INTERNET. You may vote at www.proxyvote.com, 24 hours a day, seven days a week, prior to 11:59 p.m. (Eastern time) on May 20, 2025.
BY TELEPHONE. You may vote using a touch-tone telephone by calling: 1-800-690-6903, 24 hours a day, seven days a week, prior to 11:59 p.m. (Eastern time) on May 20, 2025.
BY MAIL. If you received printed proxy materials, you may submit your vote by completing, signing, and dating each proxy card received and returning it in the prepaid envelope to be received no later than May 20, 2025.
DURING THE ANNUAL MEETING. Instructions on how to vote while participating in our annual meeting live via the internet are posted at www.virtualshareholdermeeting.com/ILMN2025. We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page.
If you are a beneficial owner of your shares, you should have received a Notice of Internet Availability of Proxy Materials or voting instructions from the broker or other nominee through which you hold your shares. You should follow the instructions in the Notice of Internet Availability of Proxy Materials or voting instructions provided by your broker or other nominee in order to instruct your broker or other nominee on how to vote your shares.
Letter from Independent Chair of the Board
Dear Fellow Stockholders,
2024 was marked by important progress for Illumina. The Company updated its strategic direction and presented it to you in August. Illumina’s actions over the course of the year have continued to refocus the Company on its core business and advance its mission to improve human health by unlocking the power of the genome.
Across 2024, Illumina advanced the full spectrum of its sequencing instruments, increasing the global installed base of its NovaSeq X Series systems, integrating Illumina’s latest chemistry into its NextSeq reagents, and introducing the MiSeq i100 Series. To support Illumina’s build into multiomics, the Company acquired Fluent Biosciences for its highly differentiated single-cell technology; progressed Illumina Protein Prep, a sample-to-answer protein discovery assay; and unveiled a new spatial technology with unparalleled capabilities. Illumina also highlighted its next round of innovations, including Constellation Mapped Reads and the 5-base genome. These capabilities advanced through close collaboration and partnership with Illumina’s customers.
Illumina’s Board remains committed to evolving continuously, ensuring it maintains the appropriate mix of skills, experiences, and perspectives necessary to advance the Company’s goals in the interests of its colleagues, customers, and stockholders. Stockholders elected a new independent director, Anna Richo, at least year’s annual meeting, and in late March 2025, the Board added Keith Meister, another independent director who brings experience as an investor in the field of genomics along with a strong record of supporting value creation for shareholders. Also in March 2025, Stephen MacMillan, Chairman, President, and CEO of Hologic, decided to retire from the Board and I was elected Independent Chair of Illumina’s Board. On behalf of the Board, I would like to thank Steve for his dedication and commitment to Illumina. I look forward to continuing to collaborate with the Board and management team to advance the Company’s mission and to drive profitable growth. Over the past year, we have also refreshed the Audit, Nominating/Corporate Governance, and Compensation Committees, and appointed Scott Ullem as Chair of the Audit Committee, Anna Richo as Chair of the Nominating/Corporate Governance Committee, and Sue Siegel as Chair of the Compensation Committee.
As Illumina moves forward into 2025, we remain focused on disciplined execution—restoring growth, improving margins, and creating lasting value for stockholders. Illumina will continue to support customers as they transition to the NovaSeq X Series. It will also continue scaling its entry into multiomics, delivering innovation in applications across multiomics and in modalities like single cell and spatial. We remain committed to these innovations—and many others—as we strive to meet our customers’ evolving needs and extend the remarkable benefits of genomic medicine to more patients. And, Illumina will continue to expand the Company’s services, data, and software offerings that support its core sequencing and multiomics businesses.
On behalf of the entire Board, I would like to thank you for your ongoing support of Illumina. We are deeply committed to providing life-changing benefits for patients, and to driving significant value for our customers and stockholders.
Sincerely,
Dr. Scott Gottlieb
Independent Chair of the Board
Annual Meeting & Voting Information
ANNUAL MEETING INFORMATION
Date: May 21, 2025 Time: 10 a.m. (Pacific time) Location: Internet webcast only at: www.virtualshareholdermeeting.com/ILMN2025 There will not be a physical location for the annual meeting. See “How may I attend and participate in the annual meeting?” on page 83. Record Date: March 26, 2025
| ITEMS TO BE VOTED ON | Board Recommendation |
|---|---|
| 1. The election of eleven nominees to our Board of Directors | ✓ For All Nominees |
| 2. Ratification of appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2025 | ✓ For |
| 3. Advisory vote to approve compensation provided to the “named executive officers” as disclosed in this proxy statement | ✓ For |
| 4. Vote to approve the Second Amended and Restated 2015 Stock and Incentive Plan of Illumina, Inc. | ✓ For |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.