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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under Rule 14a-12
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Illumina, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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Board Chair John Thompson issues letter to Illumina shareholders ahead of the company’s Annual Meeting on May 25, 2023, at 10:00 am Pacific Time (1:00 pm Eastern Time)
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Illumina requests shareholders to vote the WHITE proxy card today FOR all nine of Illumina's director nominees
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For more information, visit www.IlluminaForward.com
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On operating performance, we have challenged management to focus on topline growth acceleration and expanding margins. On April 25, 2023, the company announced a commitment to reduce annualized run rate
expenses by more than $100 million starting later this year, which will help accelerate operating margin improvements to 25% in 2024 and 27% in 2025.1 These commitments are the result of a redoubling of efforts on operational
excellence and we expect to achieve them without sacrificing our high-growth ambition.
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On core execution, we’re ramping up the successful rollout of NovaSeqTM X, our breakthrough
high-throughput sequencer which improves speed and throughput by 200% and 250%, respectively. The Board and management team are laser-focused on ensuring that we carry out this launch to its full promise (its order book shows the
strongest pre-launch demand seen for any instrument) and that it paves the path for years of future growth.
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On GRAIL, it is innovative breakthrough technology that was launched at Illumina and will forever change the way early-stage cancer is detected, saving many lives. We recognize investor concerns about
Illumina owning GRAIL and are re-evaluating our strategy to make an objective decision designed to maximize shareholder returns for this asset, including divesting if that is the best thing to do. That said, there is no faster path to resolution. This is a finite process ending in a decision by early 2024. Illumina would have to win both its U.S. and
EU appeals in order to keep GRAIL. Even if we do win both appeals, we are committed to a full review of the total GRAIL opportunity, including potential synergies still achievable, before
making a decision to keep GRAIL. The appeals processes do not impede preparatory divestiture work. A win in the EU appeal would remove any fines. A win in either the U.S. or EU appeal would nullify their respective divestiture order
requirements.
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On conflicts of interest, there is an important question I would like to put to bed: “Did any Illumina directors have a financial interest in GRAIL at the time of the acquisition?” This question is not a
matter of interpretation or explanation. The answer is simply no. As we have said before, no director who oversaw any part of the GRAIL transaction has ever owned any equity interest in GRAIL – that includes Jay Flatley, Francis
deSouza, myself, and any member of the Board now or at the time of acquisition. In addition, no executive officers of Illumina held GRAIL shares at the signing or closing of the GRAIL acquisition (including indirect ownership interests
such as through trusts, LP or GP stakes in investment vehicles, or through derivative securities), other than Alex Aravanis, who Illumina had hired from GRAIL, and Mostafa Ronaghi, Illumina's former CTO, who received GRAIL shares upon
joining GRAIL's Board in May 2020. The economic interests and relationships of these individuals with GRAIL were fully disclosed to, and known by, Illumina and its Board, and, consistent with good corporate governance practices, both
were recused from any decisions to sign and close the GRAIL acquisition. In addition, Illumina’s Board engaged Goldman Sachs as its financial advisor in connection with the GRAIL acquisition and Goldman, acting exclusively for Illumina,
delivered a customary fairness opinion to Illumina’s Board immediately prior to Illumina entering into the GRAIL acquisition agreement.
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On Board refreshment, our nine directors bring extensive, deep and highly relevant experience as shareholder representatives. Illumina has an ongoing Board refreshment process and two years ago developed
profiles for two new directors, based on the skills that would help Illumina achieve its strategic objectives over the next five years and beyond. The profiles are:
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o
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a public healthcare company CEO with experience scaling a growth company and experience with manufacturing/operating in China
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o
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a public healthcare company CFO with previous Wall Street experience
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Illumina engaged a specialized, external recruiter through a rigorous process which began with more than 85 candidates. The Board did not complete the evaluation process prior to the relevant deadlines for
the upcoming Annual Meeting. So, the appointment of additional Board members will be subject to post-annual shareholder meeting Board approval and thereafter annual shareholder approval.
|
|
●
|
On operating performance, we have challenged management to focus on topline growth acceleration and expanding margins. On April 25, 2023, the company announced a
commitment to reduce annualized run rate expenses by more than $100 million starting later this year, which will help accelerate operating margin improvements to 25% in 2024 and 27% in 2025.1 These commitments are the result
of a redoubling of efforts on operational excellence and we expect to achieve them without sacrificing our high-growth ambition.
|
|
|
●
|
On core execution, we’re ramping up the successful rollout of NovaSeqTM X, our breakthrough high-throughput sequencer which improves speed and throughput by
200% and 250%, respectively. The Board and management team are laser-focused on ensuring that we carry out this launch to its full promise (its order book shows the strongest pre-launch demand seen for any instrument) and that it paves
the path for years of future growth.
|
|
|
●
|
On GRAIL, it is innovative breakthrough technology that was launched at Illumina and will forever change the way early-stage cancer is detected, saving many lives. We
recognize investor concerns about Illumina owning GRAIL and are re-evaluating our strategy to make an objective decision designed to maximize shareholder returns for this asset, including divesting if that is the best thing to do. That
said, there is no faster path to resolution. This is a finite process ending in a decision by early 2024. Illumina would have to win both
its U.S. and EU appeals in order to keep GRAIL. Even if we do win both appeals, we are committed to a full review of the total GRAIL opportunity, including potential synergies still
achievable, before making a decision to keep GRAIL. The appeals processes do not impede preparatory divestiture work. A win in the EU appeal would remove any fines. A win in either the U.S. or EU appeal would nullify their respective
divestiture order requirements.
|
|
|
●
|
On conflicts of interest, there is an important question I would like to put to bed: “Did any Illumina directors have a financial interest in GRAIL at the time of the
acquisition?” This question is not a matter of interpretation or explanation. The answer is simply no. As we have said before, no director who oversaw any part of the GRAIL transaction has ever owned any equity interest in GRAIL – that
includes Jay Flatley, Francis deSouza, myself, and any member of the Board now or at the time of acquisition. In addition, no executive officers of Illumina held GRAIL shares at the signing or closing of the GRAIL acquisition (including
indirect ownership interests such as through trusts, LP or GP stakes in investment vehicles, or through derivative securities), other than Alex Aravanis, who Illumina had hired from GRAIL, and Mostafa Ronaghi, Illumina's former CTO, who
received GRAIL shares upon joining GRAIL's Board in May 2020. The economic interests and relationships of these individuals with GRAIL were fully disclosed to, and known by, Illumina and its Board, and, consistent with good corporate
governance practices, both were recused from any decisions to sign and close the GRAIL acquisition. In addition, Illumina’s Board engaged Goldman Sachs as its financial advisor in connection with the GRAIL acquisition and Goldman,
acting exclusively for Illumina, delivered a customary fairness opinion to Illumina’s Board immediately prior to Illumina entering into the GRAIL acquisition agreement.
|
|
●
|
On Board refreshment, our nine directors bring extensive, deep and highly relevant experience as shareholder representatives. Illumina has an ongoing Board refreshment
process and two years ago developed profiles for two new directors, based on the skills that would help Illumina achieve its strategic objectives over the next five years and beyond. The profiles are:
|
|
o
|
a public healthcare company CEO with experience scaling a growth company and experience with manufacturing/operating in China
|
||
|
o
|
a public healthcare company CFO with previous Wall Street experience
|
|
Illumina engaged a specialized, external recruiter through a rigorous process which began with more than 85 candidates. The Board did not complete the evaluation process prior to the
relevant deadlines for the upcoming Annual Meeting. So, the appointment of additional Board members will be subject to post-annual shareholder meeting Board approval and thereafter annual shareholder approval.
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