ILLUMINA, INC.
For the period ended May 21, 2026. Filed Apr 9, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 21, 2026 · Filed Apr 9, 2026
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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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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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April 9, 2026
Notice of Annual Meeting and Proxy Statement
| Date: | May 21, 2026 |
|---|---|
| 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/ILMN2026. 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 nine 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 January 3, 2027; |
| 3. | Hold an advisory vote to approve the compensation provided to the “named executive officers” as disclosed in the accompanying proxy statement; and |
| 4. | 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, 2026, 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, 2026, concurrently with the mailing of our annual report on Form 10-K for the fiscal year ended December 28, 2025.
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, 2026: 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, 2026.
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, 2026.
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, 2026.
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/ILMN2026. 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,
This past year marked a period of meaningful progress for Illumina. The company returned to growth and improved profitability, while its core sequencing business gained momentum. Illumina’s new investments in multiomics and data platforms have expanded the breadth and capability of our products. We are continuing to advance opportunities to improve patient care, and make the promise of precision medicine more accessible and routine.
Customer adoption remained strong in the third year of the NovaSeq X rollout, with Illumina converting more than 70% of sequencing volume to the platform. The transition is reshaping how customers operate. It is enabling our partners to broaden test portfolios, accelerate the path to reimbursement, and shift their sequencing work toward data-intensive assays that are both more cost-effective and more robust across a range of applications. At the same time, Illumina has continued to drive solid demand in our core sequencing business.
Over the course of the year, Illumina achieved a series of additional milestones that will help position the company for continued growth and deepen its impact on clinical practice. The acquisition of Somalogic builds on Illumina’s leadership in multiomics. The launch of Bioinsight enables the company to deliver more actionable insights to biopharma partners. At the Advances in Genome Biology and Technology (AGBT) meeting, we underscored our technology leadership by unveiling an 18-month roadmap for the X platform and introducing TruPath. These and similar steps underscore our commitment to providing the most accurate, comprehensive, andcost-effective end-to-end workflows in the industry. The Illumina team remains committed to our mission of equipping customers with the tools they need to unlock scientific insights and improve outcomes for patients.
In my first full year as Chair, the Board continued to provide independent oversight of management while executing on our Board succession plan. Frances Arnold, Robert Epstein and Gary Guthart will conclude their Board service at the 2026 annual meeting. The Board thanks each of them for their judgment and commitment to Illumina.
The Board is pleased to announce the nomination of David P. King to be elected by stockholders as a director at the 2026 annual meeting. We believe that David’s addition would broaden the skills on the Board, especially given his extensive experience in healthcare and life sciences, including managing a highly complex business at scale. With your support, upon his election, David will be the fifth independent director added to the Board since 2020, reducing our average independent director tenure to fewer than five years.
As Illumina moves forward, the Board remains focused on ensuring disciplined execution against our long-term targets and creating lasting value for stockholders. As NGS becomes more deeply embedded in healthcare, Illumina will continue to provide the highest quality insights at scale to ensure patients are given the most effective personalized care.
On behalf of the entire Board, I would like to thank you for your support of Illumina. We are committed to providing life-changing benefits for patients while 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, 2026 Time: 10 a.m. (Pacific time) Location: Internet webcast only at www.virtualshareholdermeeting.com/ILMN2026 There will not be a physical location for the annual meeting. See “How may I attend and participate in the annual meeting?” on page 71. Record Date: March 26, 2026
| ITEMS TO BE VOTED ON | Board Recommendation |
|---|---|
| 1. The election of nine 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 January 3, 2027 | ✓ For |
| 3. Advisory vote to approve compensation provided to the “named executive officers” as disclosed in this proxy statement | ✓ For |
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