Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
ILMN > SEC Filings for ILMN > Form 8-K on 23-Apr-2012All Recent SEC Filings

Show all filings for ILLUMINA INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ILLUMINA INC


23-Apr-2012

Results of Operations and Financial Condition, Submission of Matters to a Vote of Se


Item 2.02 Results of Operations and Financial Condition.

On April 23, 2012, Illumina, Inc. (the "Company") issued a press release announcing financial results for the three months ended April 1, 2012. The full text of the Company's press release is attached hereto as Exhibit 99.1.

This Form 8-K, including the exhibit hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed to be "filed" for purposes of Section 18 of, or otherwise regarded as "filed" under, the Securities Exchange Act of 1934, as amended. The information in this report shall not be incorporated by reference into any filing of Illumina, Inc. with the Securities and Exchange Commission, whether made before, on or after the date hereof, regardless of any general incorporation language in such filing.


Table of Contents



Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company's 2012 annual meeting of stockholders (the "Annual Meeting") was held on April 18, 2012, at which the Company's stockholders voted upon and approved the following proposals:

1. The election of each of the following individuals nominated by the Company to serve as a director and hold office for three years until the 2015 annual meeting of stockholders of the Company:

• A. Blaine Bowman;

• Karin Eastham;

• Jay T. Flatley; and

• William H. Rastetter

2. The ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 30, 2012; and

3. On an advisory basis, the compensation paid to the Company's "named executive officers" as disclosed in the Company's Proxy Statement for the Annual Meeting.

At the Annual Meeting, the Company's stockholders did not elect any of the following individuals nominated by CKH Acquisition Corporation ("Roche"), an indirect, wholly-owned subsidiary of Roche Holding Ltd., to serve as a director and hold office for three years until the 2015 annual meeting of stockholders of the Company:

• Bary Bailey;

• Dwight Crane;

• Michael Griffith; or

• Jay Hunt

In addition, the Company's stockholders rejected the following proposals at the Annual Meeting:

4. Roche's proposal to amend the Company's bylaws to increase the number of directors on the Company's Board of Directors (the "Board of Directors");

5. Roche's proposal to amend the Company's bylaws to require that newly created directorships be filled only by a stockholder vote;

6. Roche's proposal to fill the two newly created directorships with its nominees, if Proposal 4 was approved; and

7. Roche's proposal to repeal any bylaw amendments adopted by the Board of Directors without stockholder approval after April 22, 2010.

According to preliminary results provided by the independent inspector of elections, stockholders present in person or by proxy, representing 100,973,936 shares of the Company's common stock voted on each proposal presented as follows:


Proposal 1 Votes regarding the election of four director nominees were:

                     For        Withheld  Broker Non-Votes
Illumina Nominees:
A. Blaine Bowman     92,138,076 172,570   -
Karin Eastham        91,980,546 330,100   -
Jay T. Flatley       92,142,501 168,145   -
William H. Rastetter 91,990,678 319,968   -

Roche Nominees:
Bary Bailey          7,333,041  1,330,249 -
Dwight Crane         7,332,947  1,330,343 -
Michael Griffith     7,333,041  1,330,249 -
Jay Hunt             7,333,447  1,329,843 -



Proposal 2      Votes regarding the ratification of the appointment of Ernst &
                Young LLP as the Company's independent registered public
                accounting firm for the fiscal year ending December 30, 2012

were:

For Against Abstain Broker Non-Votes 95,528,778 214,163 5,227,690 -

Proposal 3      Votes regarding the approval, on an advisory basis, of the
                compensation paid to the Company's "named executive officers" as
                disclosed in the Company's Proxy Statement for the Annual Meeting

were:

For Against Abstain Broker Non-Votes 88,071,422 7,372,600 5,526,609 -

Proposal 4 Votes regarding Roche's proposal to amend the Company's bylaws to increase the number of directors on the Board of Directors were:

For Against Abstain Broker Non-Votes 9,250,824 91,185,921 537,191 -

Proposal 5 Votes regarding Roche's proposal to amend the Company's bylaws to require that newly created directorships be filled only by a stockholder vote were:

For Against Abstain Broker Non-Votes 9,150,674 91,250,634 572,628 -

Proposal 6 Votes regarding Roche's proposal to fill the two newly created directorships with its nominees, if Proposal 4 was approved, were:

For Withheld Broker Non-Votes Earl (Duke) Collier, Jr. 9,876,869 91,097,067 - David Dodd 9,875,898 91,098,038 -

Proposal 7 Votes regarding Roche's proposal to repeal any bylaw amendments adopted by the Board of Directors without stockholder approval after April 22, 2010 were:

For Against Abstain Broker Non-Votes 9,321,096 91,099,896 552,944 -


If the final results, as certified by the independent inspector of elections, differ from the foregoing preliminary results, the Company will report the final results in an amendment to this Form 8-K.


Table of Contents



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release dated April 23, 2012 announcing Illumina, Inc.'s financial results for the first quarter ended April 1, 2012.


Table of Contents

  Add ILMN to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for ILMN - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2013 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.