Illumina Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form 8-K

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Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 4, 2024

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Illumina, Inc.

(Exact name of registrant as specified in its charter)

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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)

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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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

On April 9, 2024, Illumina, Inc. (the “Company”) announced that Joydeep Goswami has decided to leave Illumina. He will stay on in an advisory role through June 30 to support two new executive management team appointments.

Ankur Dhingra has been appointed Chief Financial Officer of the Company, effective April 15, 2024 (the “Appointment Date”).  The Company further announced that Joydeep Goswami will cease to serve as Chief Financial Officer and Chief Strategy and Development Officer as of the Appointment Date, at which time he will transition into service as an employee-advisor before departing the Company on July 1, 2024.  Mr. Goswami will continue to serve as principal financial officer for purposes of the Company’s filings with the Securities and Exchange Commission until the Appointment Date, at which time Mr. Dhingra will become the Company’s principal financial officer. This departure is not the result of any disagreement on matters relating to the Company’s operations or its financial reporting, policies, or practices.

Since May 2022, Mr. Dhingra, age 48, has served as Chief Financial Officer of Summit Therapeutics Inc. (“Summit”), a biopharmaceutical oncology company. Mr. Dhingra served as Chief Financial Officer at CareDx, a company focused on transplant patient journey, from March 2021 through May 2022. Prior to CareDx, Mr. Dhingra spent 18 years at Agilent Technologies (“Agilent”) in various finance and business management roles. From January 2019 through March 2021, he was Vice President of Investor Relations and prior to that, Mr. Dhingra served as Group CFO for Agilent’s Life Sciences and Applied Markets business. Mr. Dhingra is a qualified Chartered Accountant (India).

As of the Appointment Date, Mr. Dhingra’s compensation arrangements include:

In addition, Mr. Dhingra and the Company have entered into the Company's standard Change in Control Severance Agreement for our non-CEO executive officers, a form of which has been included as an exhibit to our most recently filed Annual Report on Form 10-K.

Mr. Dhingra is not a party to any arrangement or understanding regarding his appointment. Mr. Dhingra has no family relationships with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. Mr. Dhingra is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Other than as described herein, Mr. Dhingra has not entered into any material plan, contract, arrangement, or amendment in connection with his appointment.

Mr. Goswami and the Company entered into a Retention Agreement dated as of April 8, 2024, pursuant to which Mr. Goswami will serve as an employee-advisor to the Company between April 15, 2024 and June 30, 2024 (the “Retention Period”).  In addition to continued receipt of his existing base salary during this period, if Mr. Goswami completes the Retention Period and performs the services specified in the Retention Agreement, he will be entitled to a lump sum payment of $360,000.

On April 9, 2024, the Company issued a press release regarding the foregoing matters. The press release is attached hereto as Exhibit 99.1.

On April 9, 2024, the Company issued a press release reaffirming its guidance for the first quarter 2024 and full-year 2024, as announced during its fourth quarter 2023 earnings call on February 8, 2024.  Pursuant to General Instruction F to Form 8-K, a copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 2.02 by this reference.

The information furnished pursuant to this Item 2.02 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.