Illumina, Inc. (ILMN)
NASDAQ: ILMN · Real-Time Price · USD
144.81
-0.02 (-0.01%)
May 22, 2026, 3:02 PM EDT - Market open
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AGM 2026

May 21, 2026

Jacob Thaysen
CEO, Illumina

Morning. I want to welcome all of you to the Annual Meeting of the stockholders of Illumina, Inc. I'm Jacob Thaysen, Illumina's CEO, and I will preside as the chairman of this meeting. It is 10:00 A.M. I call the meeting to order. This morning, our program will proceed as follows. First, we will conduct the formal portion of the 2026 Annual Meeting, including the stockholder vote on the proposals described in the proxy materials. At the adjournment of the formal portion of the Annual Meeting, the polls will be closed, and we will continue the webcast for a question and answer session. The Q&A session is not part of the formal portion of the Annual Meeting. No further votes will be accepted after the adjournment of the formal portion of the Annual Meeting when the polls will be closed.

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 the 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 the conduct and procedures for this meeting are available on the portal. I would like to begin by noting the presence at this meeting of Scott Davies, our Chief Legal Officer and Secretary, other members of our management and board of directors, and Andy Kimball and Kelly Haynes representing Ernst & Young, our independent public accountants. Mr. Davies has been appointed to act as the inspector of the election to examine and tabulate proxies and ballots at the meeting.

I will now turn the meeting over to him to cover the procedural portion of this meeting. Scott.

Scott Davies
Chief Legal Officer, Illumina

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 26, 2026, 151,906,915 shares of common stock were entitled to vote at the meeting. On or about April 9th, 2026, the notice of annual meeting of stockholders was mailed or otherwise made available to all stockholders of record as of March 26, 2026.

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 this meeting, there are three items to be considered and voted upon by the stockholders. First, to elect the nine 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 January 3rd, 2027. Third, to hold an advisory vote to approve the compensation paid to the company's named executive officers as disclosed in the proxy statement. 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, Scott Gottlieb, Jacob Thaysen, Caroline Dorsa, David King, Anna Richo, Keith Meister, Philip Schiller, Sue Siegel, and Scott Ullem have been nominated for election to serve as directors until the 2027 annual stockholders meeting. Each of our director nominees currently serves on the board of directors, except for Mr. King.

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. Abstentions and broker non-votes will not be counted as votes cast either for or against and will have no effect on the outcome, but will be counted only for purposes of determining whether a quorum is present at the annual meeting. 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 advance 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 corporate 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 January 3rd, 2027. 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. Abstentions and broker non-votes will not be counted as votes cast either for or against and will have no effect on the outcome, but will be counted only for purposes of determining whether a quorum is present at the annual meeting. 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. Abstentions and broker non-votes will not be counted as votes cast either for or against and will have no effect on the outcome, but will be counted only for purposes of determining whether a quorum is present at the annual meeting. We will now turn to the preliminary voting returns. Based on a preliminary examination of the proxies reviewed and the online votes received before the annual meeting, 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, and 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. These votes are preliminary and subject to the closing of the polls at the adjournment of the annual meeting, final reviews of the voting tabulation, and certification. The final tabulation and certification after the annual meeting will constitute the official results and will govern the election of directors and the other proposals. I hereby direct that the final certified tabulation 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 four business days. Jacob?

Jacob Thaysen
CEO, Illumina

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. The formal portion of the 2026 annual meeting is now concluded and adjourned. The polls have been closed. We will now continue the webcast with a question and answer session. 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 or 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 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. As there are no questions, we will now conclude the webcast. Thank you all for participating.

Scott Davies
Chief Legal Officer, Illumina

The meeting has now concluded. Thank you for joining, and have a pleasant day.

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