Illumina (ILMN) shareholders back board slate, auditor and pay at 2026 meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Illumina, Inc. reported the final voting results from its 2026 annual meeting of stockholders. Stockholders elected nine directors, ratified the appointment of Ernst & Young LLP as independent auditor for the fiscal year ending January 3, 2027, and approved on an advisory basis the compensation of the company’s named executive officers.

There were 151,906,915 votes underlying issued and outstanding shares of common stock as of the March 26, 2026 record date. At the meeting, 141,044,031 votes were present in person or by proxy, representing 92.85% of the voting power entitled to vote, which constituted a quorum.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Votes outstanding: 151,906,915 votes Votes present: 141,044,031 votes Turnout: 92.85% voting power +5 more

8 metrics

Votes outstanding 151,906,915 votes Underlying issued and outstanding common stock as of March 26, 2026 record date

Votes present 141,044,031 votes Votes present in person or by proxy at 2026 annual meeting

Turnout 92.85% voting power Voting power represented at the 2026 annual meeting

Auditor ratification For votes 133,174,094 votes For ratifying Ernst & Young LLP for fiscal year ending January 3, 2027

Auditor ratification Against votes 7,762,010 votes Against ratifying Ernst & Young LLP

Say-on-pay For votes 121,746,792 votes For advisory approval of named executive officer compensation

Say-on-pay Against votes 8,464,596 votes Against advisory approval of named executive officer compensation

Broker non-votes on director elections 10,428,546 votes Broker non-votes reported on each director nominee

Key Terms

broker non-votes, quorum, named executive officers, independent registered public accounting firm, +1 more

5 terms

broker non-votes financial

"For | Against | Abstain | Broker Non-Votes Caroline Dorsa | 129,020,055 | 1,381,556 | 213,874 | 10,428,546"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

quorum financial

"representing an aggregate of 141,044,031 votes, or 92.85% ... constituting a quorum."

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

named executive officers financial

"approval of the compensation paid to the Company's “named executive officers” as disclosed"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

independent registered public accounting firm financial

"the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory basis financial

"On an advisory basis, approval of the compensation paid to the Company's “named executive officers”"

Understanding 8-K Material Events →

05/26/2026 - 05:28 PM

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): May 21, 2026

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 Global Select Market

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. o

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

The 2026 annual meeting of stockholders (the "Annual Meeting") of Illumina, Inc. (the "Company") was held on May 21, 2026, at which the Company's stockholders voted upon the following proposals:

1.The election of each of the following nominees to the Board of Directors to hold office for one year until the annual meeting of stockholders in the year 2027: Caroline Dorsa, Scott Gottlieb, David King, Keith Meister, Anna Richo, Philip Schiller, Susan Siegel, Jacob Thaysen and Scott Ullem. Each of the nominees has been elected to the Board of Directors.

2.The ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending January 3, 2027. This proposal was approved.

3.On an advisory basis, approval of the compensation paid to the Company's “named executive officers” as disclosed in the Company's Proxy Statement for the Annual Meeting. This proposal was approved.

On May 22, 2026, the Inspector of Election certified the final voting results of the Annual Meeting. Set forth in the tables below are the final results as provided by the Inspector of Election.

Each stockholder of record is entitled to one vote per share of common stock. On March 26, 2026, the record date (the “Record Date”) for the Annual Meeting, there were 151,906,915 votes underlying the issued and outstanding shares of common stock. Present at the Annual Meeting in person or by proxy were holders of shares of common stock representing an aggregate of 141,044,031 votes, or 92.85% of the voting power underlying the issued and outstanding shares entitled to vote at the Annual Meeting as of the Record Date, constituting a quorum.

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


	For	Against	Abstain	Broker Non-Votes
Caroline Dorsa	129,020,055	1,381,556	213,874	10,428,546
Scott Gottlieb	126,295,735	4,211,159	108,591	10,428,546
David King	130,096,979	406,635	111,871	10,428,546
Keith Meister	127,260,988	3,131,490	223,007	10,428,546
Anna Richo	122,087,025	8,419,738	108,722	10,428,546
Philip Schiller	127,849,385	2,655,930	110,170	10,428,546
Susan Siegel	127,743,940	2,653,560	217,985	10,428,546
Jacob Thaysen	129,638,977	766,261	210,247	10,428,546
Scott Ullem	129,428,256	906,945	280,284	10,428,546

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 January 3, 2027, were:


For	Against	Abstain	Broker Non-Votes
133,174,094	7,762,010	107,927	—

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
121,746,792	8,464,596	404,097	10,428,546

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

ILLUMINA, INC.

Date:

May 26, 2026

By:

/s/ SCOTT DAVIES

Name:

Scott Davies

Title:

Chief Legal Officer and Secretary

Exhibit Index


Exhibit Number						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Source: View Original Filing on SEC EDGAR

FAQ

What did Illumina (ILMN) stockholders approve at the 2026 annual meeting?

Illumina stockholders elected nine directors, ratified Ernst & Young LLP as independent auditor for the fiscal year ending January 3, 2027, and approved on an advisory basis the compensation of the company’s named executive officers, as outlined in the company’s proxy materials for the 2026 annual meeting.

How many Illumina (ILMN) shares were entitled to vote at the 2026 annual meeting?

As of the March 26, 2026 record date, 151,906,915 votes underlay Illumina’s issued and outstanding shares of common stock. Each stockholder of record was entitled to one vote per share for all proposals presented at the 2026 annual meeting.

What was the shareholder turnout for Illumina’s 2026 annual meeting?

Holders representing 141,044,031 votes were present in person or by proxy at Illumina’s 2026 annual meeting. This equaled 92.85% of the voting power underlying issued and outstanding shares entitled to vote as of the March 26, 2026 record date, satisfying quorum requirements.

How did Illumina (ILMN) stockholders vote on director elections in 2026?

Stockholders elected nine directors, including Caroline Dorsa, Scott Gottlieb, David King, Keith Meister, Anna Richo, Philip Schiller, Susan Siegel, Jacob Thaysen, and Scott Ullem. Each nominee received more votes “For” than “Against,” with additional abstentions and broker non-votes reported in the detailed vote table.

What were the voting results on Illumina’s 2026 auditor ratification proposal?

For the proposal to ratify Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending January 3, 2027, stockholders cast 133,174,094 votes “For,” 7,762,010 votes “Against,” and 107,927 votes “Abstain,” with no broker non-votes reported on this item.

How did Illumina (ILMN) shareholders vote on executive compensation in 2026?

On the advisory vote regarding compensation of Illumina’s named executive officers, stockholders cast 121,746,792 votes “For,” 8,464,596 votes “Against,” and 404,097 votes “Abstain,” with 10,428,546 broker non-votes. This non-binding proposal was approved based on the votes cast in favor.

Filing Exhibits & Attachments

3 documents