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 30, 2017
 Illumina, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Delaware
 
001-35406
 
33-0804655
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(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)
Not applicable
(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 (see General Instruction A.2. below):

¨
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))
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 o    
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 5.07 Submission of Matters to a Vote of Security Holders.

Illumina, Inc.’s 2017 annual meeting of stockholders (the “Annual Meeting”) was held on May 30, 2017, at which the company's stockholders voted upon the following proposals:

1.
The election of Caroline Dorsa, Robert Epstein, and Philip Schiller to our Board of Directors to hold office for three years until the annual meeting of stockholders in the year 2020. This proposal was approved.

2.
The ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2017. This proposal was approved.

3.
On an advisory basis, approval of the compensation paid to the Company's “named executive officers” as disclosed in the Company's Proxy Statement for the Annual Meeting. This proposal was approved.

4.
The advisory vote on the frequency of future advisory votes to approve the compensation of the Company’s “named executive officers” as disclosed in the Company’s future proxy statements. The alternative of “every year” received the highest number of votes.

5.
Approval of an amendment to the Company’s certificate of incorporation removing certain supermajority voting requirements. This proposal was approved.

According to the inspector of election, stockholders present in person or by proxy representing 134,705,120 shares of the Company's common stock voted on the proposals presented as follows:

Proposal 1
Votes regarding the election of three director nominees were:

 
For

Against

Abstain

Broker Non-Votes

Caroline Dorsa
123,855,738

945,076

51,695

9,852,611

Robert Epstein
123,925,611

872,809

54,089

9,852,611

Philip Schiller
124,456,707

339,574

56,228

9,852,611



Proposal 2
Votes regarding the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2017, were:

For
Against
Abstain
Broker Non-Votes
133,288,215
1,263,152
153,753
—


Proposal 3
Votes regarding the approval, on an advisory basis, of the compensation paid to the Company's “named executive officers” as disclosed in the Company's Proxy Statement for the Annual Meeting were:

For
Against
Abstain
Broker Non-Votes
121,986,926
2,062,366
803,217
9,852,611






Proposal 4
Votes regarding the advisory vote on the frequency of future advisory votes to approve the compensation paid to the Company’s “named executive officers”

1 Year
2 Years
3 Years
Abstain
113,875,744
65,521
10,826,857
84,387


Proposal 5
Votes regarding the approval of an amendment to the Company’s certificate of incorporation removing certain supermajority voting requirements:

For
Against
Abstain
Broker Non-Votes
124,530,099
125,817
196,593
9,852,611





SIGNATURES
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.


 
 
 
 
 
 
 
ILLUMINA, INC.
Date:
May 31, 2017
By:
/s/ CHARLES E. DADSWELL
 
Charles E. Dadswell
 
Senior Vice President, General Counsel and Secretary