8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 18, 2021

Illumina, Inc.

(Exact name of registrant as specified in its charter)

001-35406

(Commission

File Number)

Delaware	33-0804655
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

5200 Illumina Way, San Diego, CA 92122

(Address of principal executive offices) (Zip code)

(858) 202-4500

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	ILMN	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13a of the Exchange Act.  ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Illumina, Inc. (the “Company”) today announced that Jay Flatley has decided to step down from the Board of Directors, and John W. Thompson will be appointed as the Company’s new Chair of the Board. These changes will be effective as of the Company’s Annual Shareholder Meeting on May 26, 2021.

A copy of the press release making this announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Exhibits.

Exhibit Number	Description of Exhibit
99.1	Press release dated March 18, 2021
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 18, 2021

ILLUMINA, INC.
By:	/s/ Charles E. Dadswell
Name:	Charles E. Dadswell
Title:	General Counsel and Secretary

EX-99.1

Exhibit 99.1

Illumina Announces Board Changes

Jay Flatley to step down from the Board; John W. Thompson to be appointed new Chair

SAN DIEGO—March 18, 2021 — Illumina, Inc. (NASDAQ: ILMN) (the “Company”) today announced that Jay Flatley has decided to step down from the Board of Directors and John W. Thompson will be appointed as the Company’s new Chair of the Board. These changes will be effective as of the Company’s Annual Shareholder Meeting on May 26, 2021. This is part of a thoughtful, long-term succession planning process.

“It has been a tremendous honor to work with the Illumina team during the past 22 years to create an industry leader. Having witnessed the impact of our technology on patients’ lives and the passion of our employees, I am deeply grateful for my time at this incredible Company,” said Mr. Flatley. “I am excited about the future of Illumina – the potential for improving human health through our next-generation sequencing and technology remains enormous. Illumina has significant opportunities ahead and I am confident that John, Francis and the entire Illumina leadership team will continue the Company’s strong legacy of innovation and execution for long-term success.”

“It has been a privilege to work closely with Jay since I joined Illumina eight years ago. On behalf of our Board and the Company, I would like to thank Jay for his vision, partnership and dedication to continued growth and innovation. The entire Illumina team wishes Jay all the best as he embarks on his new chapter,” said Francis deSouza, Chief Executive Officer. “John’s extensive leadership and operating experience, his proven track record as the Chair of Microsoft’s Board, as well as his tenure as our Lead Independent Director, uniquely position him to serve as Illumina’s next Chair. He is an outstanding choice to lead our talented Board.”

“I am honored to be selected as Illumina’s next Chair of the Board,” said Mr. Thompson. “I look forward to working with Francis and the Board to support the next phase of Illumina’s evolution to benefit patients, employees, customers and shareholders.”

Mr. Flatley led Illumina as CEO from 1999 until mid-2016, served as Executive Chair from mid-2016 through 2019, and currently serves as Chair of the Board. Over the course of Mr. Flatley’s tenure, Illumina established its mission to “Unlock the Power of the Genome” and launched a myriad of products that made sequencing faster, more cost-effective and more accessible. As a pioneer of the genome sequencing market, Mr. Flatley spearheaded Illumina’s acquisition of Solexa and the underlying technology for the Company’s sequencing technology, transforming Illumina into the leading global provider of next-generation sequencing solutions.

Mr. Thompson has been a Director on Illumina’s Board since 2017. He brings extensive executive leadership experience having served in chief executive officer roles at Virtual Instruments and Symantec. He also brings 28 years of leadership experience at IBM where he held senior roles in sales, marketing, software development and served as General Manager of IBM Americas. He has served as Microsoft’s Chair of the Board since 2014 and as a director since 2012. He currently serves as a director on the boards of two privately held companies, Rubrik and Seismic Software. He has also served on the boards of Symantec, NIPSCO (Northern Indiana Public Service Company), Fortune Brands, Seagate Technologies, and United Parcel Service (UPS). Mr. Thompson is a member of the board of trustees for the Wetlands America Trust and was formerly a member of the national board of Teach for America.

Mr. Thompson received a bachelor’s degree in business administration from Florida A&M University and a master’s degree in management science from MIT’s Sloan School of Management. He has received honorary doctorate degrees from the University of Notre Dame, Mendoza College of Business and Florida A&M University.

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Document and Entity Information	Mar. 18, 2021
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001110803
Document Type	8-K
Document Period End Date	Mar. 18, 2021
Entity Registrant Name	Illumina, Inc.
Entity File Number	001-35406
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	33-0804655
Entity Address, Address Line One	5200 Illumina Way
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92122
City Area Code	(858)
Local Phone Number	202-4500
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 par value
Trading Symbol	ILMN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false