SAN DIEGO, April 20, 2023 /PRNewswire/ — Illumina, Inc. (NASDAQ: ILMN), a global leader in DNA sequencing and array-based technologies, today urged shareholders to vote in favor of Illumina’s slate of highly qualified director nominees. It also announced that its Annual Meeting will be held virtually on May 25, 2023, at 10:00 am Pacific Time (1:00 pm Eastern Time).
Illumina’s Board of Directors urges shareholders to protect their investment and reject all three of Carl Icahn’s nominees by voting the WHITE proxy card today “FOR” all nine of the Company’s Board of Directors. Shareholders of record as of close of business on April 3, 2023, are entitled to vote at the meeting.
Illumina’s Board is led by an independent chair, John W. Thompson, a highly distinguished executive with a long history of shareholder value creation, and all nine members are independent with the exception of Chief Executive Officer Francis A. deSouza. Members of the Board bring an extensive range of professional backgrounds and skills relevant to Illumina’s business.
Carl Icahn seeks to replace Mr. Thompson, Mr. deSouza, and Robert S. Epstein, MD, with his nominees. Icahn’s nominees cannot replace the unique collection of strengths and experience that these three directors bring to the Board.
The Board does not endorse Carl Icahn or his unqualified nominees and believes the election of any such nominees would detract from Illumina’s long-term strategy.
Carl Icahn, whose firm owns less than 1.5% of Illumina’s outstanding common shares, has made it clear that his three director nominees – Jesse A. Lynn, Andrew J. Teno, and Vincent J. Intrieri, all current or former Icahn employees – would represent Mr. Icahn’s interests on the Board of Illumina and answer to Carl Icahn, not the shareholders of Illumina. Unlike Icahn’s director nominees, Illumina’s Board of Directors acts in the best interests of all of its shareholders and exercises considered and deliberate independent judgement.
Mr. Thompson brings over four decades of experience leading high-growth companies. He is currently a director at Microsoft and previously held roles as lead independent director and chair of its board, where he led the appointment of Satya Nadella as CEO. Since his appointment to the board in 2012, as of fiscal year 2022, revenue more than doubled to $198.3 billion, net income more than tripled to $72.7 billion, and diluted earnings per share almost quadrupled to $9.65. During his tenure as director, chair and lead independent director from February 2012 to present, Microsoft’s total shareholder return (TSR) of 885% outperformed the S&P 500 by 683%.
At Symantec, where he was CEO for 10 years, he grew revenue from $600 million to $6 billion and delivered a TSR of 819%, outperforming the S&P 500 by 856%. He is one of the most distinguished executives and board members in Corporate America, ranked as one of The Best-Performing CEOs in the World, according to Harvard Business Review in 2010. His unparalleled experience guiding a number of the world’s most respected companies through periods of transformative growth and value creation greatly contributes to the Board’s strategic leadership of the Company.
Mr. deSouza has ten years of experience in the genomics industry and has a history of successfully developing and commercializing new technologies from incubation stage. As CEO of Illumina, he has led the Company further into the clinical setting and overseen technology advances in mid- and high-throughput capabilities, unlocking new markets, with the launches of TruSight Oncology 500, the DRAGEN Bio-IT Platform, Illumina Complete Long Reads, NovaSeq 5000/6000, NextSeq 1000/2000, and the revolutionary NovaSeq X Series. He has significantly expanded Illumina’s commercial footprint, achieving an approximate 11% revenue CAGR over the last five years. Under Mr. deSouza’s leadership, Illumina has earned several awards recognizing the Company as a leader in workplace culture and innovation, including being named to TIME’s 100 Most Influential Companies, Fast Company’s Most Innovative Companies, and Forbes’ World’s Best Employers lists. With his extensive experience developing and commercializing technologies, establishing industry partnerships and opening new markets, Mr. deSouza is uniquely capable of leading Illumina as it innovates for the future.
Dr. Epstein brings in-depth scientific experience and a strong background in managing and growing healthcare organizations to Illumina’s Board. His understanding of the clinical setting and the risks and opportunities associated with operating in markets regulated by the FDA and other global regulatory bodies, is invaluable to Illumina. Specifically, Dr. Epstein brings 35 years of experience in diagnostic and biopharmaceutical reimbursement both as a developer of evidence and payer in the U.S. and European Union. Dr. Epstein has distinctive knowledge of global market access, and development and commercialization of clinical diagnostic products, which is key to Illumina’s growth trajectory. He is currently a director at Veracyte and Fate Therapeutics and is the CEO of Epstein Health LLC, a strategic advisory firm in the healthcare technology space. Previously, he served as Chief Medical Officer of Medco and then as President of Medco-UBC, where he led the Medical Affairs, Statistics and Research Analytics Divisions, started and grew the Medco Research Institute and oversaw several acquisitions in the healthcare services and life sciences services spaces.
The Company’s definitive proxy statement has been filed with the Securities and Exchange Commission and is being mailed to shareholders. That and other important information related to the Annual Meeting can be found at IlluminaForward.com.
The full text of the letter follows:
VOTE USING THE WHITE PROXY CARD TODAY IN SUPPORT OF ILLUMINA’S NINE HIGHLY QUALIFIED DIRECTORS
April 20, 2023
Dear Shareholder,
We are grateful for your long-held support of Illumina.
It is crucial to vote this year to ensure that Illumina can continue to empower genomic breakthroughs as well as deliver long-term sustainable value for shareholders.
Carl Icahn has launched a campaign to replace three of our deeply experienced Board nominees – Francis A. deSouza, Robert S. Epstein, MD, and John W. Thompson – with his unqualified nominees – Vincent J. Intrieri, Jesse A. Lynn, and Andrew J. Teno – as directors at the 2023 Annual Meeting. All three of his nominees are either current or former Icahn employees.
Illumina’s Board is led by an independent chair, John W. Thompson, and all nine members are independent with the exception of the Chief Executive Officer. Members of the Board bring the highest personal character, integrity, and ethical standards, and reflect a range of professional backgrounds and skills relevant to Illumina’s business.
Illumina’s Board of Directors urges shareholders to protect their investment and reject all three of Carl Icahn’s nominees by voting the WHITE proxy card today “FOR” all nine of the Company’s highly qualified director nominees. The Annual Meeting will be held virtually on May 25, 2023, at 10:00 am Pacific Time (1:00 pm Eastern Time). Shareholders of record as of close of business on April 3, 2023, are entitled to vote at the meeting.
The Board does not endorse Carl Icahn or his unqualified nominees and believes the election of any such nominees would detract from Illumina’s long-term strategy.
Illumina firmly believes that it has the right team and strategy in place to deliver long-term sustainable value for shareholders.
PLEASE VOTE THE WHITE PROXY CARD TODAY
Your Board recommends that you vote the WHITE proxy card FOR all NINE of Illumina’s nominees. We urge you NOT to vote using any gold proxy card from Carl Icahn or Icahn Partners LP and certain of its affiliates. Please disregard and discard any gold proxy card. Please note that if you inadvertently voted using Icahn’s gold proxy card, you may cancel that vote simply by voting again TODAY using the Company’s WHITE proxy card. Only your latest-dated vote counts. Additional information related to the Annual Meeting can be found at IlluminaForward.com.
On behalf of Illumina’s Board of Directors, thank you again for your continued support of Illumina.
Sincerely,
Board of Directors
Illumina, Inc.
YOUR VOTE IS IMPORTANT!
Please follow the easy instructions on the enclosed WHITE proxy card or in the accompanying email.
If you have any questions, or need assistance in voting your shares
please call our proxy solicitor:
INNISFREE M&A INCORPORATED
1 (800) 422-8620
(toll-free from the U.S. and Canada)
or
+1 (412) 232-3651
(from other countries)
Remember, if you hold your shares in more than one account,
you will receive separate notifications for each account.
Please be sure to vote ALL your accounts
using the WHITE proxy card relating to each account.
Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding mandates, the future, business plans and other statements that are not historical in nature. These statements are made on the basis of Illumina’s views and assumptions regarding future events and business performance and plans as of the time the statements are made. These forward-looking statements may be accompanied by such words as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “project,” “target,” “will” and other words and terms of similar meaning. Illumina does not undertake any obligation to update these statements unless required by applicable laws or regulations, and you should not place undue reliance on forward-looking statements. Among the important factors to which our business is subject that could cause actual results to differ materially from those in any forward-looking statements are: (i) changes in the rate of growth in the markets we serve; (ii) the volume, timing and mix of customer orders among our products and services; (iii) our ability to adjust our operating expenses to align with our revenue expectations; (iv) our ability to manufacture robust instrumentation and consumables; (v) the success of products and services competitive with our own; (vi) challenges inherent in developing, manufacturing, and launching new products and services, including expanding or modifying manufacturing operations and reliance on third-party suppliers for critical components; (vii) the impact of recently launched or pre-announced products and services on existing products and services; (viii) our ability to further develop and commercialize our instruments, consumables, and products, including Galleri™, the cancer screening test developed by GRAIL, to deploy new products, services, and applications, and to expand the markets for our technology platforms; (ix) the risks and costs associated with our ongoing inability to integrate GRAIL due to the interim measures imposed on us by the European Commission as a result of their prohibition of our acquisition of GRAIL; (x) the risks and costs associated with the integration of GRAIL’s business if we are ultimately able to integrate GRAIL; (xi) the risk that disruptions from the consummation of our acquisition of GRAIL and associated legal or regulatory proceedings, including related appeals, or obligations will harm our business, including current plans and operations; (xii) the risk of incurring fines associated with the consummation of our acquisition of GRAIL and the possibility that we may be required to divest all or a portion of the assets or equity interests of GRAIL on terms that could be materially worse than the terms on which we acquired GRAIL; (xiii) our ability to obtain approval by third-party payors to reimburse patients for our products; (xiv) our ability to obtain regulatory clearance for our products from government agencies; (xv) our ability to successfully partner with other companies and organizations to develop new products, expand markets, and grow our business; (xvi) uncertainty, or adverse economic and business conditions, including as a result of slowing or uncertain economic growth, COVID-19 pandemic mitigation measures, or armed conflict; (xvii) the application of generally accepted accounting principles, which are highly complex and involve many subjective assumptions, estimates, and judgments and (xviii) legislative, regulatory and economic developments, together with the factors set forth in Illumina’s Annual Report on Form 10-K for the year ended January 1, 2023 under the caption “Risk Factors”, in information disclosed in public conference calls, the date and time of which are released beforehand, and in filings with the Securities and Exchange Commission (the “SEC”) including, among others, quarterly reports on Form 10-Q.
Additional Information and Where to Find It
Illumina has filed with the SEC a definitive proxy statement on Schedule 14A, containing a form of WHITE proxy card, with respect to its solicitation of proxies for Illumina’s 2023 Annual Meeting of Stockholders. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY ILLUMINA AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. Investors and security holders may obtain copies of these documents and other documents filed with the SEC by Illumina free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Illumina are also available free of charge by accessing Illumina’s website at www.illumina.com.
Participants
Illumina, its directors and executive officers and other members of management and employees will be participants in the solicitation of proxies with respect to a solicitation by Illumina. Information about Illumina’s executive officers and directors, including information regarding the direct or indirect interests, by security holdings or otherwise, is available in Illumina’s definitive proxy statement for its 2023 Annual Meeting, which was filed with the SEC on April 17, 2023. To the extent holdings by our directors and executive officers of Illumina securities reported in the proxy statement for the 2023 Annual Meeting have changed, such changes have been or will be reflected on Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These documents are or will be available free of charge at the SEC’s website at www.sec.gov.
Investors:
Salli Schwartz
858-291-6421
[email protected]
Media:
David McAlpine
347-327-1336
[email protected]
Steve Lipin
Gladstone Place Partners
212-230-5930
SOURCE Illumina, Inc.
