|
Quotes & Info
|
| ILMN > SEC Filings for ILMN > Form 8-K on 23-Apr-2012 | All Recent SEC Filings |
23-Apr-2012
Results of Operations and Financial Condition, Submission of Matters to a Vote of Se
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.
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
|
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
|
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.
(d) Exhibits.
99.1 Press release dated April 23, 2012 announcing Illumina, Inc.'s financial results for the first quarter ended April 1, 2012.
|
|