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 23, 2018
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 ☐
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 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Illumina, Inc.’s 2018 annual meeting of stockholders (the “Annual Meeting”) was held on May 23, 2018, at which the company’s stockholders voted upon the following proposals:
| 1. | The election of Jay T. Flatley, John W. Thompson, and Gary S. Guthart to our Board of Directors to hold office for three years until the annual meeting of stockholders in the year 2021. 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 30, 2018. 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. | On an advisory basis, approval of a stockholder proposal to elect each director annually. This proposal was approved. |
According to the inspector of election, stockholders present in person or by proxy representing 134,407,248 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 | |||||
| Jay T. Flatley |
118,006,714 | 6,590,391 | 97,456 | 9,712,687 | ||||
| John W. Thompson |
123,603,464 | 990,330 | 100,767 | 9,712,687 | ||||
| Gary S. Guthart |
124,327,096 | 266,846 | 100,619 | 9,712,687 |
| 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 30, 2018, were: |
| For |
Against | Abstain | Broker Non-Votes | |||
| 132,329,953 | 1,715,086 | 362,209 | — |
| 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 | |||
| 121,277,362 | 3,103,229 | 313,970 | 9,712,687 |
| Proposal 4 | Votes regarding the approval, on an advisory basis, of a stockholder proposal to elect each director annually |
| For |
Against | Abstain | Broker Non-Votes | |||
| 105,458,531 | 18,862,414 | 373,616 | 9,712,687 |
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 24, 2018 |
By: | /s/ CHARLES E. DADSWELL | ||||||
| Charles E. Dadswell | ||||||||
| Senior Vice President, General Counsel and Secretary | ||||||||