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(Commission File Number)
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||
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|
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(State or other jurisdiction of incorporation)
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(I.R.S. Employer Identification No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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● |
an annual base salary of $650,000;
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● |
eligibility to participate in the Company's executive variable compensation plan, which is an "at-risk" cash bonus compensation program, with a target award amount of 65% of his base
salary, subject to the achievement of individual and corporate performance objectives;
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● |
in order to compensate Mr. Dhingra for compensation he will forgo at Summit in order to join the Company, a one-time $500,000 cash payment, which will be subject to full or partial
clawback in connection with certain terminations of Mr. Dhingra’s employment prior to the second anniversary of the Appointment Date;
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in order to compensate Mr. Dhingra for certain equity awards he will forfeit at Summit in order to join the Company, a one-time grant of equity awards in aggregate of $3,500,000 of
which 70% consists of PSUs with the same vesting terms as applied to the Company’s executives in March 2024 and 30% will consist of RSUs vesting in four annual installments;
|
● |
beginning in 2025, eligibility to receive annual grants of equity awards pursuant to the terms and conditions of equity awards granted to the Company’s other executive officers, with
the value of the grants determined in the discretion of the Compensation Committee of the Company’s Board of Directors;
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● |
in order to ensure Mr. Dhingra’s presence at the Company’s headquarters, Mr. Dhingra will be provided a fixed monthly cash stipend of $15,000 until the earlier of (1) his relocation
to the San Diego area and (2) September 1, 2024, which is intended to cover expenses incurred by Mr. Dhingra in connection with his travel to the San Diego area; and
|
● |
eligibility to participate in the Company's compensation and benefit plans and programs as may generally be made available to other employees of the Company at his level.
|
Item 7.01
|
Regulation FD Disclosure.
|
Item 9.01.
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Financial Statements and Exhibits.
|
|
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104
|
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
ILLUMINA, INC.
|
||||
Date: April 9, 2024
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By:
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/s/ Jacob Thaysen
|
||
Name:
|
Jacob Thaysen
|
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Title:
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Chief Executive Officer
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