Illumina, Inc. (ILMN)
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AGM 2025

May 21, 2025

Jacob Thaysen
CEO, Illumina Inc

Good morning. I want to welcome all of you to the annual meeting of the stockholders of Illumina Inc. I'm Jacob Thaysen, Illumina CEO, and I'll preside as the chairman of this meeting. It is 10:00 A.M., and I call the meeting to order. This morning, our program will proceed as follows. First, we will conduct the official business of the 2025 annual meeting. Following that, we will open the meeting to a question-and-answer session. Please note that stockholders may ask questions in writing where indicated on the meeting webcast portal. Only stockholders may ask questions, and the stockholder control number provided with proxy materials is required. We will review and answer questions submitted through the portal during the question-and-answer session for up to 15 minutes. Rules of conduct and procedures of this meeting are available on the portal.

I would like to begin by noting the presence at this meeting of Scott Davies, Illumina's Chief Legal Officer and Secretary, other members of our management and board of directors, and Andy Kimball and Kelly Hayes, representing Ernst & Young, our independent public accountants. Mr. Davies has been appointed to act as Inspector of the Election to examine and tabulate proxies and ballots at this meeting. I will now turn the meeting over to him to cover the procedural portion of this meeting. Scott.

Scott Davies
Chief Legal Officer and Secretary, Illumina Inc

Thank you, Jacob. As a reminder, if there is any stockholder present who intends to vote but has not yet done so, you may vote online where indicated through the webcast portal for this meeting. You will need the control number provided with your proxy materials in order to vote. You may vote until the adjournment of the formal portion of the annual meeting, at which time the polls will be closed. The company's list of registered stockholders shows that, as of March 26th, 2025, 158,263,015 shares of common stock were entitled to vote at the meeting. On or about April 9th, 2025, the notice of annual meeting of stockholders was mailed or otherwise made available to all stockholders of record as of March 26th, 2025. The list of registered stockholders will remain available for inspection by stockholders through the webcast portal during the meeting.

After the meeting, it will be filed with the records of the company. A preliminary count of the shares represented in person or by proxy at this meeting indicates that the holders of a majority of the outstanding shares of common stock of the company, as of the record date, are present at the meeting in person or by proxy, thus constituting a quorum. The meeting is therefore duly convened and open for business. As stated in the notice of the meeting, there are four items to be considered and voted upon by the stockholders. First, to elect the 11 director nominees named in the proxy statement to serve for one year. Second, to ratify the appointment of Ernst & Young as the company's independent registered public accounting firm for the fiscal year ending December 28th, 2025.

Third, to hold an advisory vote to approve the compensation paid to the company's named executive officers, as disclosed in the proxy statement. Fourth, to hold a vote to approve the second amended and restated 2015 Stock and Incentive Plan of Illumina. Each of the matters to be acted upon by the stockholders at this meeting will be presented in the order reflected in the proxy statement. The first item is the election of directors. At this meeting, Frances Arnold, Caroline Dorsa, Robert Epstein, Scott Gottlieb, Gary Guthart, Keith Meister, Philip Schiller, Anna Richo, Sue Siegel, Jacob Thaysen, and Scott Ullem have been nominated for election to serve as directors until the 2026 annual stockholders' meeting. Each of our director nominees currently serves on the board of directors.

Our bylaws require that a director nominee be elected only if he or she receives a majority of the votes cast with respect to his or her individual and uncontested election. If a nominee who currently serves as a director is not reelected, Delaware law provides that the director would continue to serve on the board as a holdover director. Under our corporate governance guidelines, each director submits an advanced contingent irrevocable resignation that the board may, at its discretion, accept or reject if stockholders do not reelect that director. In that situation, our nominating and governance committee would make a recommendation to the board on whether to accept or reject the resignation or take other action. The second item to be voted upon is the ratification of Ernst & Young as the company's independent registered public accounting firm for the fiscal year ending December 28th, 2025.

Ratification of the appointment of Ernst & Young as our independent registered public accounting firm requires the affirmative for-vote of the majority of the votes cast. The third item is to hold an advisory vote to approve the compensation paid to the company's named executive officers, as disclosed in the proxy statement. Approval of this advisory resolution requires the affirmative for-vote of the majority of the votes cast. The fourth item is to hold a vote to approve the second amended and restated 2015 Stock and Incentive Plan of Illumina. The approval of this proposal requires the affirmative for-vote of the majority of the votes cast. We will now turn to the preliminary results of the voting.

Based on a preliminary examination of the proxies reviewed and the online votes received, each of the nominees named in the proxy statement has received sufficient votes for election to the board of directors. The proposal to ratify Ernst & Young as the company's independent registered public accounting firm has received sufficient votes for approval. The proposal to approve on an advisory basis the compensation paid to the company's named executive officers, as disclosed in the proxy statement, has received sufficient votes for approval. The proposal to approve the second amended and restated 2015 Stock and Incentive Plan of Illumina Inc. has received sufficient votes for approval. I hereby direct the final results of the voting to be incorporated into the minutes of this meeting.

The final voting results will be disclosed on a Form 8-K to be filed with the Securities and Exchange Commission within the next 4 business days. Jacob?

Jacob Thaysen
CEO, Illumina Inc

Thank you, Scott. Because no other stockholder nominations or other business has been proposed at this meeting, in each case pursuant to the company's bylaws, this concludes the time for the presentation of nominations and proposals. Accordingly, the meeting is adjourned. Before we address any questions or comments that relate to the business of the company, let me first qualify any remarks by emphasizing that during the course of this discussion, we may make forward-looking statements regarding the future events or the future performance of the company. Actual events or results could materially differ from our expectations. We do not undertake any obligations to provide updates in the future. We refer you to the company's most recent Forms 10-K and 10-Q and other reports filed with the Securities and Exchange Commission.

These documents contain and identify important factors that could cause actual results to materially differ from those contained in any forward-looking statements. Now, we will spend up to 15 minutes to address questions and comments that relate to the business of the company. If time or the rules of conduct and procedures do not permit or require us to answer all of the submitted questions, we intend to answer them in writing on our Investor Relations website at www.investor.illumina.com after this meeting. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

Brian Blanchett
Interim Head of Investor Relations, Illumina Inc

Hello. This is Brian Blanchett, Interim Head of Investor Relations, and we have a shareholder question. The question is, the company has in place a director resignation provision that provides the board post-election discretion to determine whether to accept or reject the resignation of an incumbent director who fails to be reelected. Does the provision undermine the voting rights of shareholders by allowing the board to have the final say on an unelected director status?

Scott Davies
Chief Legal Officer and Secretary, Illumina Inc

Thank you, Brian. This is Scott Davies. I'll take that question. First of all, thank you for the question from our shareholder. First, I would note that this provision is only applicable in an uncontested election. Without this provision, such a director would automatically and lawfully remain a director of the company. With this provision, however, the board does have the authority to exercise its appropriate discretion to consider the totality of circumstances in order to determine what is in the best interest of shareholders.

Brian Blanchett
Interim Head of Investor Relations, Illumina Inc

Thank you, Scott. As there are no further questions, we will now conclude the webcast. Thank you all for participating.

Scott Davies
Chief Legal Officer and Secretary, Illumina Inc

That concludes today's meeting. Thank you for joining. You may now disconnect.

Operator

The host has ended this call. Goodbye.

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