Icahn Capital LP's Letter to Fellow Stockholders.
$ILMN
Dear Fellow Stockholders:
We are furnishing the attached proxy statement to holders of the shares of common stock, par value $0.01 per share (the “Shares”), of Illumina, Inc., a Delaware corporation (“Illumina” or the “Company”), in connection with our solicitation of proxies for use at the 2023 Annual Meeting of Stockholders of the Company scheduled to be held virtually on May 25, 2023 at 10:00 a.m. (Pacific time) and at any and all adjournments, continuations or postponements thereof (the “Annual Meeting”).
This solicitation is being conducted by Icahn Partners LP (“Icahn Partners”), Icahn Partners Master Fund LP (“Icahn Master”), Icahn Onshore LP (“Icahn Onshore”), Icahn Offshore LP (“Icahn Offshore”), Icahn Capital LP (“Icahn Capital”), IPH GP LLC (“IPH GP”), Icahn Enterprises Holdings L.P. (“Icahn Holdings”), Icahn Enterprises G.P. Inc. (“Icahn Enterprises GP”), Beckton Corp. (“Beckton”), Matsumura Fishworks LLC, an Ohio limited liability company (“Matsumura”), and Carl C. Icahn (“Mr. Icahn”, together with Icahn Partners, Icahn Master, Icahn Onshore, Icahn Offshore, Icahn Capital, IPH GP, Icahn Holdings, Icahn Enterprises GP, Matsumura, and Beckton, the “Icahn Participants” or “we”), as well as Vincent J. Intrieri, Jesse A. Lynn, and Andrew J. Teno (collectively, the “Icahn Nominees” and together with the Icahn Participants, the “Participants”). As of the Record Date, the Icahn Participants beneficially own in the aggregate 2,198,853 Shares, which represent approximately 1.4% of the outstanding Shares (based upon 158,032,030 Shares stated to be outstanding as of the Record Date by the Company in its proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 20, 2023.
As more fully discussed in this Proxy Statement, we are soliciting proxies to be used at the Annual Meeting for the following items:
(1)To elect each of the Icahn Nominees as directors of Illumina;
(2)Ratify the appointment of Ernst & Young LLP as Illumina’s independent registered public accounting firm for the fiscal year ending December 31, 2023;
(3)Hold an advisory vote to approve the compensation provided to the “named executive officers” of Illumina, as disclosed in the Company’s proxy statement filed with the SEC;
(4)Hold an advisory vote to approve the frequency on holding an advisory vote to approve compensation provided to the Company’s “named executive officers”;
(5)Hold a vote to approve certain amendments to the Illumina, Inc. 2015 Stock and Incentive Plan; and
(6)Transact such other business as may properly come before the meeting and any adjournment or postponement thereof.
THIS SOLICITATION IS BEING MADE BY THE PARTICIPANTS AND NOT ON BEHALF OF THE BOARD OF DIRECTORS OF ILLUMINA.
We urge you to elect the Icahn Nominees to the Board of Directors of Illumina (the “Board”) because, as further discussed in this Proxy Statement, we believe that the election of new members to the Board would be beneficial to the Company and all of its stockholders. We believe that the Icahn Nominees are immensely qualified in terms of utility and regulatory experience and reflect a diverse mix of operational, financial, legal, regulatory and governance experts.
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According to publicly available information, the current Board consists of 9 directors whose terms will expire at the Annual Meeting. The Company’s Amended and Restated Bylaws (the “Bylaws”) provide that members of the Board are to be elected at each annual meeting of stockholders. We are soliciting proxies in support of the Icahn Nominees.
We have determined to nominate Vincent J. Intrieri, Jesse A. Lynn, and Andrew J. Teno to the Board. As a result, should a stockholder so authorize us, on the GOLD universal proxy card, we would cast votes “FOR” the election of all of the Icahn Nominees.
Stockholders of Record: If your Shares are held in your own name, please authorize a proxy to vote by signing and returning the enclosed GOLD universal proxy card using the postage-paid envelope provided.
Street-Name Holders: If your Shares are held in the name of a bank, brokerage firm, dealer, trust company or other custodian, only that firm can vote such Shares and, with respect to the election of directors, only upon receipt of your specific instruction. Accordingly, we urge you to complete, sign, date and return the enclosed GOLD voting instruction form using the postage-paid envelope provided by your broker or bank custodian or vote via the Internet by following the directions provided to you by your broker or bank custodian or contact the person responsible for your account and instruct that person to execute the GOLD universal proxy card on your behalf. Please follow any voting instructions provided by your bank, brokerage firm, dealer, trust company or other custodian.
IF YOU ARE A STOCKHOLDER OF RECORD AND ALREADY HAVE VOTED USING THE COMPANY’S WHITE PROXY CARD OR VIA THE INTERNET BY FOLLOWING THE INSTRUCTIONS PROVIDED TO YOU BY THE COMPANY, YOU MAY REVOKE YOUR PREVIOUSLY SUBMITTED WHITE PROXY BY SIGNING AND RETURNING A LATER-DATED GOLD UNIVERSAL PROXY CARD USING THE ENCLOSED POSTAGE-PAID ENVELOPE, OR BY DELIVERING A WRITTEN NOTICE OF REVOCATION TO THE COMPANY OR TO THE SECRETARY OF THE COMPANY. ONLY THE LATEST VALIDLY EXECUTED PROXY THAT YOU SUBMIT WILL BE COUNTED.
IF YOU ARE A STREET-NAME HOLDER (I.E., IF YOUR SHARES ARE HELD FOR YOU BY A CUSTODIAN BROKER OR BANK) AND IF YOU ALREADY HAVE PROVIDED YOUR BROKER OR BANK CUSTODIAN WITH VOTING INSTRUCTIONS USING THE COMPANY’S WHITE VOTING INSTRUCTION FORM OR VIA THE INTERNET, YOU MAY REVOKE YOUR PREVIOUSLY SUBMITTED VOTING INSTRUCTIONS BY SIGNING AND SUBMITTING A LATER-DATED GOLD UNIVERSAL VOTING INSTRUCTION FORM USING THE POSTAGE-PAID ENVELOPE PROVIDED BY YOUR CUSTODIAN BROKER OR BANK OR VIA THE INTERNET BY FOLLOWING THE INSTRUCTIONS PROVIDED BY YOUR CUSTODIAN BROKER OR BANK. IN THAT CASE, YOUR CUSTODIAN BROKER OR BANK WILL SEEK TO GIVE EFFECT TO ONLY THE LATEST-DATED VOTING INSTRUCTIONS IT RECEIVES FROM YOU.
HOLDERS OF SHARES AS OF THE RECORD DATE ARE URGED TO SUBMIT A GOLD UNIVERSAL PROXY CARD EVEN IF YOUR SHARES WERE SOLD AFTER THE RECORD DATE.
IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK NOMINEE OR OTHER INSTITUTION ON THE RECORD DATE, ONLY THAT INSTITUTION CAN VOTE THOSE SHARES AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY, PLEASE PROVIDE YOUR BROKER OR BANK CUSTODIAN WITH VOTING INSTRUCTIONS BY SIGNING, DATING AND RETURNING THE GOLD UNIVERSAL VOTING INSTRUCTION FORM USING THE ENCLOSED POSTAGE-PAID ENVELOPE OR VIA THE INTERNET BY FOLLOWING THE INSTRUCTIONS PROVIDED BY YOUR CUSTODIAN BROKER OR BANK OR BY CONTACTING THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCTING THAT PERSON TO SIGN AND RETURN ON YOUR BEHALF THE GOLD UNIVERSAL PROXY CARD AS SOON AS POSSIBLE.
If you have any questions or require any assistance with your vote, please contact HKL & Co., LLC, which is assisting us, at its address, telephone numbers or email address listed below. This Proxy Statement is first being sent or given to stockholders on or about [●], 2023.
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Thank you for your support, Icahn Capital LP
Source:
https://www.sec.gov/Archives/edgar/data/1110803/000153949723000704/n2779_x125-prrn14a.htm