01—Abstract
Summary
Summary of the 8-K filed May 23, 2025. Cited figures are marked; the original filing is the authoritative source.
Illumina, Inc. held its 2025 annual meeting of stockholders on May 21, 2025.
Stockholders representing 140,167,332 shares of common stock voted on the proposals, and all four were approved: the election of eleven directors to serve until the 2026 annual meeting, ratification of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 28, 2025, an advisory vote approving the compensation of named executive officers, and approval of the Second Amended and Restated 2015 Stock and Incentive Plan. The Board of Directors had previously approved the Second Amended and Restated 2015 Stock and Incentive Plan, subject to stockholder approval. The filing incorporates by reference the description of the plan's material terms in the proxy statement filed with the SEC on April 9, 2025, and attaches the full plan as Exhibit 10.1.
Voting results show varying levels of support across proposals. Among director nominees, Jacob Thaysen received the fewest votes against (651,611), while Robert Epstein received the most (13,684,090 against).
The advisory compensation proposal received 115,560,563 votes for, 11,450,964 against and 3,517,311 abstentions. Broker non-votes of 9,638,494 were recorded on the director election, compensation and plan proposals.
02—Key points
Key Highlights
- The 2025 annual meeting was held May 21, 2025, with stockholders representing 140,167,332 shares of common stock voting.
- All eleven director nominees were elected to one-year terms ending at the 2026 annual meeting, including Gary Guthart with 128,886,186 votes for and Robert Epstein with 116,066,512 votes for.
- Ernst & Young LLP was ratified as independent registered public accounting firm for the fiscal year ending December 28, 2025, with 128,822,832 votes for and 10,468,005 against.
- The advisory vote on named executive officer compensation was approved, with 115,560,563 votes for, 11,450,964 against and 3,517,311 abstentions.
- The Second Amended and Restated 2015 Stock and Incentive Plan was approved with 124,234,469 votes for, 5,328,071 against and 966,298 abstentions; the full plan is filed as Exhibit 10.1.
- The Board had approved the amended plan in advance, subject to stockholder approval, and its material terms are described in the April 9, 2025 proxy statement.
03—Questions
Frequently Asked Questions
What proposals did stockholders vote on at the 2025 annual meeting?
Stockholders voted on four proposals: the election of eleven directors, ratification of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 28, 2025, an advisory vote on named executive officer compensation, and approval of the Second Amended and Restated 2015 Stock and Incentive Plan. All four were approved.
Who was elected to the Board of Directors?
Frances Arnold, Caroline Dorsa, Robert Epstein, Scott Gottlieb, Gary Guthart, Keith Meister, Anna Richo, Philip Schiller, Susan Siegel, Jacob Thaysen and Scott Ullem were elected to hold office for one year until the annual meeting of stockholders in 2026.
What did the stock plan approval cover, and where can its terms be found?
Stockholders approved the Second Amended and Restated 2015 Stock and Incentive Plan. The filing says its material terms are described in the section 'Proposal 4: Vote on Stock Plan Amendment and Restatement' of the April 9, 2025 proxy statement, and the full plan is attached as Exhibit 10.1.
Did any proposal draw significant opposition?
Opposition varied by nominee. Robert Epstein received 13,684,090 votes against, the highest against count among the director nominees, while Jacob Thaysen received 651,611. The advisory compensation proposal drew 11,450,964 votes against and 3,517,311 abstentions. All proposals nonetheless received sufficient votes for approval.
04—Continue