SEC Comment Letter 0000000000-23-003427 to ILLUMINA, INC. (ILMN) (CIK 0001110803) (ILMN)
ILLUMINA, INC. (ILMN) (CIK 0001110803)
Date: April 5, 2023 · CIK: 0001110803 · Accession: 0000000000-23-003427
AI Filing Summary & Sentiment
File numbers found in text: 001-35406
Letter
United States securities and exchange commission logo April 5, 2023 Rob Maynes, Esq. Senior Director, Securities & Transactional Counsel Illumina, Inc. 5200 Illumina Way San Diego, California 92122 Re:ILLUMINA, INC. Preliminary Proxy Statement on Schedule 14A filed March 30, 2023 File No. 001-35406 Dear Rob Maynes: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Preliminary Proxy Statement on Schedule 14A filed March 30, 2023 General 1.We note disclosure throughout the proxy statement that "[i]f you are a beneficial holder and you vote 'FOR' more than nine (9) nominees on your WHITE voting instruction form, your votes on the election of directors may be voted 'FOR' all of the Company recommended nominees and 'WITHHOLD' on the Icahn Group nominees, depending on the bank or broker through which you hold your shares." Please supplement the disclosure to describe the scenarios pursuant to which votes may or may not be be voted "FOR" all of the Company recommended nominees and why the specific bank or broker would affect that outcome. 2.Refer to the disclosure in the preceding comment and the following disclosure located on pages 39 and 94: “If you are a registered holder and you vote 'FOR' more than nine (9) nominees on your WHITE proxy card, your shares will be voted 'FOR' all of the Company recommended nominees and 'WITHHOLD' on the Icahn Group nominees.” Similar disclosure is found on the proxy card. Please provide a detailed legal analysis
FirstName LastNameRob Maynes, Esq. Comapany NameIllumina, Inc. April 5, 2023 Page 2 FirstName LastName Rob Maynes, Esq. Illumina, Inc. April 5, 2023 Page 2 supporting the validity of this approach both under the federal proxy rules, in particular Rule 14a-4(e), and under applicable state law. Alternatively, please revise the disclosure to provide that an overvote will result in the votes on this proposal being invalid and not counted. We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Perry Hindin at 202-551-3444 or Christina Chalk at 202- 551-3263. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions cc: Daniel Cerqueira, Esq.
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United States securities and exchange commission logo
April 5, 2023
Rob Maynes, Esq.
Senior Director, Securities & Transactional Counsel
Illumina, Inc.
5200 Illumina Way
San Diego, California 92122
Re:ILLUMINA, INC.
Preliminary Proxy Statement on Schedule 14A filed March 30, 2023
File No. 001-35406
Dear Rob Maynes:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed March 30, 2023
General
1.We note disclosure throughout the proxy statement that "[i]f you are a beneficial holder
and you vote 'FOR' more than nine (9) nominees on your WHITE voting instruction form,
your votes on the election of directors may be voted 'FOR' all of the Company
recommended nominees and 'WITHHOLD' on the Icahn Group nominees, depending on
the bank or broker through which you hold your shares." Please supplement the
disclosure to describe the scenarios pursuant to which votes may or may not be be voted
"FOR" all of the Company recommended nominees and why the specific bank or broker
would affect that outcome.
2.Refer to the disclosure in the preceding comment and the following disclosure located on
pages 39 and 94: “If you are a registered holder and you vote 'FOR' more than nine
(9) nominees on your WHITE proxy card, your shares will be voted 'FOR' all of the
Company recommended nominees and 'WITHHOLD' on the Icahn Group nominees.”
Similar disclosure is found on the proxy card. Please provide a detailed legal analysis
FirstName LastNameRob Maynes, Esq.
Comapany NameIllumina, Inc.
April 5, 2023 Page 2
FirstName LastName
Rob Maynes, Esq.
Illumina, Inc.
April 5, 2023
Page 2
supporting the validity of this approach both under the federal proxy rules, in particular
Rule 14a-4(e), and under applicable state law. Alternatively, please revise the
disclosure to provide that an overvote will result in the votes on this proposal being
invalid and not counted.
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Perry Hindin at 202-551-3444 or Christina Chalk at 202-
551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc: Daniel Cerqueira, Esq.