Illumina, Inc. (ILMN)

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Illumina, Inc. (ILMN)

May 29, 2013 1:00 pm ET


Jason T. Flatley - Chief Executive Officer, President and Director

Charles E. Dadswell - General Counsel and Senior Vice President


Jason T. Flatley

Good morning, ladies and gentlemen. I want to welcome all of you to the annual meeting of the stockholders of Illumina Incorporated. And Jay Flatley, President and CEO, and I'll be the Chairman of the meeting. It's 10:00, and I now call the meeting to order.

This morning, our program will proceed as follows: First, we'll conduct the official business of the 2013 annual meeting. Next, we'll review the operations of the company. Following that, we will open the meeting to a question-and-answer session. Please note that stockholders who desire to ask a question may do so by presenting their question in writing where indicated on the webcast portal for this meeting. Only stockholders will be permitted to present questions, and you must have your 12-digit control number to do so. We will review and answer questions only during the question-and-answer session to be held at the conclusion of this meeting.

I'd like to begin by noting the presence at this meeting of Mr. Charles Dadswell, Senior Vice President and General Counsel; and Mr. Doug Renier [ph], representing Ernst & Young, our independent public accountants for the last fiscal year. Mr. Dadswell has been appointed to act as Inspector of Elections to examine and tabulate proxies and ballots at this meeting.

I will now turn the meeting over to Mr. Dadswell to cover the procedural portion of the meeting.

Charles E. Dadswell

Thank you, Jay. Continuing now with the procedural portion of the meeting, I'd like to mention that if there's any stockholder present via webcast who intends to vote but has not yet done so, you may vote online where indicated through the webcast portal for this meeting. You will need to have your 12-digit control number in order to vote. You may vote until 10:15 a.m. Pacific Daylight Time, in which time the polls will be closed.

We have a list of stockholders of the company as of April 2, 2013, which shows that, as of that date, 124,279,487 shares of common stock were entitled to vote at the meeting. On or about April 10, 2013, the notice of annual meeting of stockholders was mailed to all stockholders of record as of April 2, 2013.

The list of stockholders will remain available for inspection by stockholders during the meeting. After the meeting, it will be filed with the records of the company. A preliminary count of the shares represented in person or by proxy at this meeting indicates that the holders of the majority of the outstanding shares of common stock of the company as of the record date are present at this meeting in person or by proxy, thus, constituting a quorum. The meeting is therefore duly convened and open for business.

As stated in the notice of this meeting, there are 4 items to be considered and voted upon by the stockholders this year. First, to elect 3 director nominees, named in the proxy statement. Two of them will serve for 3 years ending in 2016, and one of whom will serve for 1 year ending 2014. Second, to ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for fiscal year ending December 29, 2013. Third, to approve, on an advisory basis, the compensation pay to the company's executive officers as named in the proxy statement. And last, to approve an amendment to the Illumina Inc. 2005 Stock and Incentive Plan.

To expedite the flow of business at this meeting, we intend to adhere to the following order of business: Each of the matters to be acted upon by the stockholders of this meeting will be presented in the order reflected in the proxy statement.

First item is the election of directors. The Board of Directors is classified into 3 classes of directors, serving staggered 3-year terms, with one class of directors elected at each annual meeting of stockholders. At this meeting, 2 directors will be elected to hold office until the 2016 annual stockholders meeting and 1 director will be elected to hold office until the 2014 annual stockholders meeting. In each case, until their successors are elected and qualified.

Dr. Gerald Möller and Dr. David Walt have been nominated for election to serve as directors until the 2016 annual stockholders meeting, and Dr. Robert Epstein has been nominated for election to serve as a director until the 2014 annual stockholders meeting.

Dr. Epstein was appointed to the Board of Directors in November of 2012, still a newly created position. In accordance with our corporate governance guidelines, any new director appointed to fill a newly created position on the Board of Directors is assigned to a particular class of directors and is required to stand for election by our stockholders at the first annual meeting of stockholders following such appointment, whether or not the other members of the class of directors to which he or she was appointed are otherwise standing for election at such annual meeting.

At the time of his appointment, Dr. Epstein was assigned to the same class of directors composed of Mr. Daniel Bradbury and Mr. Roy Whitfield. Accordingly, Dr. Epstein is standing for election at this annual meeting to hold office for 1 year until the 2014 annual stockholders meeting and until his successor is duly elected and qualified.

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