0001110803FALSE00011108032023-11-082023-11-08
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 31, 2023
Illumina, Inc.
(Exact name of registrant as specified in its charter)
001-35406
(Commission File Number) | | | | | | | | |
| Delaware | | 33-0804655 |
| (State or other jurisdiction of incorporation) | | (I.R.S. Employer Identification No.) |
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)
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value | ILMN | The NASDAQ Global Select Market |
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. o
Explanatory Note
On September 5, 2023, Illumina, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) to report the appointment of Jacob Thaysen to serve as Chief Executive Officer and as a member of the Board of Directors (the “Board”) of the Company, in each case, effective as of September 25, 2023 (the “Commencement Date”). The Original 8-K included the Offer Letter entered into between the Company and Mr. Thaysen on August 31, 2023 (the “Offer Letter”). The sole purpose of this Form 8-K/A is to disclose an amended and restated offer letter into which the Company entered with Mr. Thaysen. Except as set forth herein, no other modifications have been made to the Original 8-K.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 8, 2023, the Company and Mr. Thaysen entered into an amended and restated offer letter. The amendment includes the following changes to the Offer Letter:
•in order to encourage Mr. Thaysen to immediately acquire and hold the Company’s stock and align his interests with those of the Company’s shareholders, the Offer Letter entitled Mr. Thaysen to a one-time grant of restricted stock units (“RSUs”) with a grant date value equal to the value of any shares of Company stock Mr. Thaysen purchases in the first 90 days following the Commencement Date (the “Purchase Window”), subject to a maximum of $1,000,000, with the RSUs vesting on the third anniversary of the grant date, subject to both Mr. Thaysen’s continued employment and continued holding of the purchased shares through such date. This provision of the Offer Letter has been modified to (i) expand the purchase window from 90 days following the Commencement Date to 12 months following the Commencement Date, (ii) require that all applicable purchases must be made pursuant to a qualified trading plan and in compliance with Illumina’s Insider Trading Policy, and (iii) provide that a matching grant will be made as soon as practicable following the earlier of the end of the purchase period or Mr. Thaysen's acquisition of up to $1,000,000 of purchased shares; and
•the Offer Letter now explicitly provides that Mr. Thaysen will be subject to Illumina’s Stock Ownership Guidelines pursuant to which he is expected to own and hold shares of Illumina’s common stock or certain of its equivalents having an aggregate value at least equal to 6 times his base salary. Mr. Thaysen will be required to achieve compliance within five years of his start date.
The foregoing descriptions of the amendments to Mr. Thaysen’s offer letter do not purport to be complete and are qualified in their entirety by reference to the full terms and conditions of Mr. Thaysen’s offer letter, as amended, which is filed with this Current Report on Form 8-K as Exhibit 10.3 and which is incorporated in this Item 5.02 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.3 Amended and Restated Offer Letter to Jacob Thaysen, dated November 8, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | | | | | | | |
| | | | | |
| | | ILLUMINA, INC. |
| Date: | November 8, 2023 | By: | /s/ CHARLES E. DADSWELL |
| | Name: | Charles E. Dadswell |
| | Title: | General Counsel and Secretary |
Exhibit Index
| | | | | | | | |
| Exhibit Number | | Description |
| | Amended and Restated Offer Letter to Jacob Thaysen, dated November 8, 2023 |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Revised November 7, 2023
Jacob Thaysen
Dear Jacob:
On behalf of Illumina, Inc. (“Illumina,” “us,” “our” or “we”), I am happy to extend an offer to you for the position of Chief Executive Officer, reporting to our Board of Directors (the “Board”). As soon as practicable after the State Date (as defined below), you will be appointed as a member of the Board (in your capacity as Chief Executive Officer) without additional compensation for such services. This offer is contingent upon the accuracy of your representations and warranties below and on your commencing employment with us by October 1, 2023 or such earlier date agreed between you and Illumina (such date, the “Start Date”). This position is located at our corporate office in San Diego, California.
Compensation and other benefits for this salaried, exempt position will include:
•Salary: An annualized base salary of $1,000,000, to be paid in accordance with our payroll policies.
•Annual Incentive: Beginning in fiscal year 2024, eligibility to participate in our annual variable compensation program applicable to other members of the executive leadership team (“ELT”), as established by the Compensation Committee of the Board (the “Committee”), at a target opportunity level equal to 125% of your annual base salary for the year. For the avoidance of doubt, you will not be eligible to receive an annual incentive award for the 2023 fiscal year.
•Annual Equity Grants: Subject to your continued employment through the grant date for fiscal year 2024 equity awards for other members of the ELT, you will be granted annual equity awards with an aggregate grant date value of $10,000,000, of which (i) 70% will consist of performance stock units (based on the “target” value) and (ii) 30% will consist of restricted stock units. Vesting terms and conditions will be aligned with those that apply to other members of the ELT, with performance goals determined by the Committee in its sole discretion, following consultation with you. Thereafter, subject to Committee review and approval, you will be eligible for annual equity grants with an aggregate “target” grant date value equal to $10,000,000. Annual equity awards will be subject to a one-year post-vesting holding period (other than any shares necessary to satisfy any applicable taxes).
•Sign-On Bonus: In order to compensate you for the foregone annual bonus from your current employer, you will receive a one-time cash payment equal to $500,000 (the “Sign-On Bonus”), payable as soon as practicable following the State Date. If, prior to the second anniversary of the Start Date, you resign your employment for any reason or Illumina terminates your employment due to your gross negligence, misconduct or commission of a felony or crime involving moral turpitude, excluding any such termination that entitles you to severance under a “Change in Control Severance Agreement” entered into with Illumina, then you will be required to repay the full amount of the Sign-On Bonus on or immediately following such resignation or termination.
•Sign-On Equity: In order to compensate you for equity awards forfeited from your current employer, you will receive a one-time grant of equity awards (the “Sign-On Equity”) as soon as practicable following the Start Date with an aggregate grant date value of $3,500,000, of which (i) 70% will consist of performance stock units (based on the “target” value) subject to the same vesting conditions as applied to relative TSR performance stock units granted to the ELT in fiscal year 2023 and (ii) 30% will consist of restricted stock units vesting in equal installments on the first three anniversaries of the grant date based on your continued employment. If you resign your employment or Illumina terminates your employment under circumstances requiring repayment of the Sign-On Bonus, then any unvested portions of the Sign-On Equity will be forfeited and you will be required to repay the value, in stock or cash (based on the value at the time of vesting), at Illumina’s election, of any portions of the Sign-On Equity that had vested.
•Equity Matching: In order to encourage ownership of our stock and align your interests with those of our shareholders, if you purchase any shares of our common stock (the “Purchased Shares”) within 12 months of your Start Date (the “Purchase Period”), then you will receive a one-time grant of restricted stock units as soon as practicable following the earlier of the end of the Purchase Period or your acquisition of up to $1,000,000 of Purchased Shares. The matching
grant will vest on the third anniversary of the grant date subject to your continued employment and holding of the Purchased Shares, with a grant date value equal to the aggregate value of the Purchased Shares, based on the purchase price reportable for purposes of SEC filings. The total value of the matching grant shall be subject to a maximum aggregate grant date value of $1,000,000. Your acquisition of Purchased Shares must occur under a qualified trading plan and in compliance with Illumina’s Insider Trading Policy.
•Share Ownership: You are subject to Illumina’s Stock Ownership Guidelines pursuant to which you are expected to own and hold shares of Illumina’s common stock or certain of its equivalents having an aggregate value at least equal to 6 times your base salary. You will be required to achieve compliance within five years of your Start Date
•Relocation: You are expected to relocate to San Diego County as soon as practicable following the Start Date but no later than June 30, 2024 (such date, or the earlier date of your relocation, the “Relocation Date”), and you will be eligible for benefits under our relocation policy for any relocation prior to such date, subject to any terms and conditions of such policy. In addition, in order to ensure your presence in our offices on a reasonable basis prior to the Relocation Date, you will be provided a monthly cash stipend of $15,000 through the Relocation Date to cover associated travel expenses.
•Benefits: You will be eligible to participate in any employee benefit plans, programs and arrangements made available to other senior executives of Illumina from time to time, subject to applicable terms and any applicable policies.
As a condition of your acceptance of employment with Illumina, you represent and warrant (i) that you have not disclosed and will not disclose to Illumina any trade secrets or other confidential or proprietary information that, by virtue of the ownership of such information by another person or entity or for any other reason, you may not lawfully so disclose, (ii) that you have not taken from your former employer any trade secrets, confidential information, or other business-related items, including, among other things, materials prepared by you, regardless of where the material is physically or electronically located, and you have returned to your former employer any such items, and (iii) that your employment by Illumina will not conflict with, or result in a breach of, any agreement to which you are a party or by which you a may be bound, or any legal duty you owe o may owe to another.
Nothing in this offer letter will be construed as a guarantee of continuing employment for any specified period. Your employment with Illumina is at-will and is terminable by you or Illumina at any time, with or without cause. The terms of this offer letter will supersede any previous terms or offers of employment, whether verbal or written, which may have related to the subject matter hereof in any way. All payments paid hereunder shall be subject to applicable federal, state and local tax withholding. This offer letter may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Signatures delivered by facsimile or electronic means (including by “pdf”) shall be deemed effective for all purposes.
We are excited to extend this opportunity to you and look forward to your acceptance. Please return the signed offer letter to me by September 1, 2023.
If you have any questions, please let us know. Congratulations and welcome to the team!
Regards,
| | | | | | | | | | | | | | | | | |
| By: | /s/ Stephen P. MacMillan | | | | |
| Name: | Stephen P. MacMillan | | | | |
| Title: | Chairman, Illumina Board | | | | |
| | | | | |
| By: | /s/ Jacob Thaysen | | | 11/8/2023 | |
| Name: | Jacob Thaysen | | | Date | |
| Title: | Chief Executive Officer | | | | |
