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 29, 2019
 Illumina, Inc.
(Exact Name of Registrant as Specified in 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, and 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:
¨
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.

The 2019 annual meeting of stockholders (the “Annual Meeting”) of Illumina, Inc. (the “Company”) was held on May 29, 2019, at which the Company's stockholders voted upon the following proposals:

1.
The election of Frances Arnold, Francis deSouza, and Susan Siegel to our Board of Directors to hold office for three years until the annual meeting of stockholders in the year 2022. 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 29, 2019. 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 approval of an amendment to the Company’s Certificate of Incorporation to declassify its board of directors. This proposal was approved.

5.
On an advisory basis, approval of a stockholder proposal to enhance election-related disclosures. This proposal was not approved.

According to the inspector of election, stockholders present in person or by proxy representing 132,577,670 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

Frances Arnold
120,711,605

908,376

63,252

10,894,437

Francis deSouza
120,875,200

742,421

65,612

10,894,437

Susan Siegel
120,743,644

875,278

64,311

10,894,437



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 29, 2019, were:

For
Against
Abstain
Broker Non-Votes
127,816,004
4,581,981
179,685
—


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
118,110,359
3,462,538
110,336
10,894,437


Proposal 4
Votes regarding the approval of an amendment to the Company's Certificate of Incorporation to declassify the Company's Board of Directors were:

For
Against
Abstain
Broker Non-Votes
121,491,812
111,023
80,398
10,894,437






Proposal 5
Votes regarding the approval, on an advisory basis, of a stockholder proposal to enhance election-related disclosures were:

For
Against
Abstain
Broker Non-Votes
45,729,605
75,529,698
423,930
10,894,437





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:
June 3, 2019
By:
/s/ CHARLES E. DADSWELL
 
Charles E. Dadswell
 
Senior Vice President, General Counsel and Secretary