Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 1, 2023
Illumina, Inc.
(Exact name of registrant as specified in its charter)
001-35406
(Commission File Number)
Delaware
33-0804655
(State or other jurisdiction of incorporation)
(I.R.S. Employer Identification No.)
5200 Illumina Way, San Diego, CA92122
(Address of principal executive offices) (Zip code)
(858) 202-4500
(Registrant’s telephone number, including area code)
N/A
(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 (§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 13a of the Exchange Act. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
5.02(d)
On June 1, 2023, the Board of Directors (the “Board”) of Illumina, Inc. (the “Company”) increased the size of the Board from nine to eleven members and elected Stephen P. MacMillan and Scott B. Ullem to serve on the Board beginning June 1, 2023. Mr. MacMillan will serve as non-executive Chair of the Board. Mr. Ullem will serve on the Audit Committee of the Board. Messrs. MacMillan and Ullem will each stand for election at the Company’s 2024 annual meeting of stockholders to serve for a one-year term commencing with such meeting. There is no arrangement or understanding between either Mr. MacMillan or Mr. Ullem and any other person pursuant to which he was selected as a director. In addition, neither Mr. MacMillan nor Mr. Ullem is a party to any transaction with the Company reportable under Item 404(a) of Regulation S-K under the Securities Act of 1933. Messrs. MacMillan and Mr. Ullem will participate in the non-employee director compensation programs described under “Director Compensation” in the Company’s proxy statement filed on April 20, 2023.
A copy of the press release announcing the appointment of Messrs. MacMillan and Ullem is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Illumina, Inc. Press Release, dated June 2, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
