Illumina board recommends shareholders not support Icahn nominees

Illumina (ILMN) confirmed that it has received notice from Icahn Partners LP (IEP) and certain of its affiliates of their intention to nominate three candidates-two current Icahn employees, Jesse Lynn and Andrew Teno, and one former Icahn employee, Vincent Intrieri-for election to the Board of Directors at Illumina’s 2023 Annual Meeting of Shareholders. "Illumina regularly engages with shareholders on its business, financial performance and corporate governance, and welcomes constructive engagement with the goal of increasing shareholder value," Illumina said. "Upon receipt of Icahn Partners’ nominations, Illumina’s independent Chairman of the Board, John Thompson, and Chief Executive Officer, Francis deSouza, engaged in multiple conversations with Carl Icahn. Illumina’s Nominating/Corporate Governance Committee also met with the three nominees. Mr. Icahn was explicit and unyielding in his demand that any resolution should give him outsized influence and control. The Board has determined Icahn’s nominees lack relevant skills and experience, and that it is not in the best interests of shareholders to appoint Mr. Icahn’s three nominees to the Board of Illumina. The Board recommends that shareholders not support Mr. Icahn’s nominees. Illumina’s Board is led by an independent chair and all nine members of the Board are independent with the exception of the CEO. Illumina has an experienced Board comprised of directors who bring a range of perspectives to the company and represent the interests of its shareholders. Members of the Board bring extensive business, financial, operating, regulatory and scientific backgrounds in the life sciences and technology sectors. The Illumina Board has been continually refreshed, with over half of the Board appointed within the past five years. Icahn’s letter neither recognizes the real value that GRAIL can provide to Illumina’s shareholders, nor reflects an understanding of the regulatory process. Illumina is moving as quickly as possible to arrive at a resolution, with divestiture work already underway in advance of the European Commission’s divestiture order. Illumina expects to execute a divestiture based on the terms of the final order, expeditiously and in a manner that serves the best interests of Illumina’s shareholders, unless Illumina wins the jurisdictional appeal in the meanwhile."