DEFA14A 1 defa14a.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:

☐ | Preliminary Proxy Statement
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐ | Definitive Proxy Statement
☒ | Definitive Additional Materials
☐ | Soliciting Material under Rule 14a-12

Illumina, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
☒ | No fee required.
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
| (1) | Title of each class of securities to which transaction applies:
| (2) | Aggregate number of securities to which transaction applies:
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
| (4) | Proposed maximum aggregate value of transaction:
| (5) | Total fee paid:
☐ | Fee paid previously with preliminary materials.
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
| (1) | Amount Previously Paid:
| (2) | Form, Schedule or Registration Statement No.:
| (3) | Filing Party:
| (4) | Date Filed:

On May 17, 2023, Illumina, Inc. (“Illumina”) updated its website www.IlluminaForward.com, which contains information relating to Illumina’s 2023 Annual Meeting of Stockholders. A copy of the updated website content (other than that previously filed) can be found below.
“Carl Icahn is used to being on the offensive, but this time, he’s the one facing an all-out assault. In a May 2 report, the famed short-seller Hindenburg Research targeted Icahn’s publicly traded conglomerate, Icahn Enterprises, alleging that the company is using a juicy but unsustainable dividend yield to lure retail investors into a ‘ponzi-like’ operation. … Icahn’s billionaire arch rival, Pershing Square Capital co-founder and CEO Bill Ackman, was quick to remark on the irony of the corporate raider, who is well known for his harsh criticism of executive mismanagement and corporate malfeasance, being accused of his own misdeeds. ‘There is a karmic quality to this short report that reinforces the notion of a circle of life and death. As such, it is a must read,’ he wrote in a May 2 tweet. … But now Icahn is being accused of his own type of financial engineering. Icahn Enterprises stock has plummeted more than 30% since Hindenburg first revealed its short position earlier this month, leading Icahn’s personal net worth to drop over $10 billion, according to Bloomberg Billionaires Index. … Hindenburg might not be the investor’s only problem. Icahn Enterprises revealed in a May 10 regulatory filing, that Federal prosecutors from the U.S. Attorney’s office for the Southern District of New York were seeking information regarding its ‘corporate governance, capitalization, securities offerings, dividends, valuation, marketing materials, due diligence and other materials.” Will Daniel, Reporter, Fortune Source: Fortune May 12, 2023 “Karma’s a bummer. The holding company of Carl Icahn, the famed corporate raider known for high-profile activist campaigns dating back to the 1980s, is under attack by short sellers, prompted by a lengthy report published by Hindenburg Research. … It faulted Icahn’s recent investing track record and claimed Icahn Enterprises was overvaluing its stakes in private businesses. But mainly, Hindenburg’s Nathan Anderson took issue with the fact that Icahn Enterprises had been trading for around 3.2 times its net asset value, or NAV—an unusual premium. Most similar vehicles, such as Bill Ackman’s Pershing Square Holdings (PSH.Netherlands) or Daniel Loeb’s Third Point Investors (TPOU.UK), trade for discounts to their NAV. Icahn, 87, promised to fight back against Hindenburg in a response published on May 10, but it’s hard to argue with the math.” Nicholas Jasinski, Reporter, Barron’s Source: Barron’s May 11, 2023

Fortune: The ‘karmic quality’ of Hindenburg’s war on Carl Icahn just took on a new cast. It’s not just shorting his stock anymore but his bonds, too
Will Daniel
May 12, 2023 2:49 PM EDT
Carl Icahn is used to being on the offensive, but this time, he’s the one facing an all-out assault.
In a May 2 report, the famed short-seller Hindenburg Research targeted Icahn’s publicly traded conglomerate, Icahn Enterprises, alleging that the company is using a juicy but unsustainable dividend yield to lure retail investors into a “ponzi-like” operation.
“Icahn has been using money taken in from new investors to pay out dividends to old investors,” Hindenburg wrote while revealing it had taken a short position against his company’s stock.
Icahn Enterprises did not immediately respond to Fortune’s request for comment about Hindenburg’s allegations. But in a May 10 statement responding to Hindenburg’s report, Icahn pushed back with his typical bravado.
“Hindenburg Research, founded by Nathan Anderson, would be more aptly named Blitzkrieg Research given its tactics of wantonly destroying property and harming innocent civilians. Mr. Anderson’s modus operandi is to launch disinformation campaigns to distort companies’ images, damage their reputations and bleed the hard-earned savings of individual investors,” the billionaire wrote, promising to “fight back” against the allegations.
Icahn’s billionaire arch rival, Pershing Square Capital co-founder and CEO Bill Ackman, was quick to remark on the irony of the corporate raider, who is well known for his harsh criticism of executive mismanagement and corporate malfeasance, being accused of his own misdeeds. “There is a karmic quality to this short report that reinforces the notion of a circle of life and death. As such, it is a must read,” he wrote in a May 2 tweet.
Icahn has had a long-running feud with Ackman, which culminated in a 2013 CNBC interview where he called the Pershing Square Capital founder a “liar” and a “crybaby” after the two had taken opposing positions on the multi-level market company Herbalife. Ackman famously shorted Herbalife in 2012, arguing the company was a ponzi-scheme and its stock would eventually drop to $0 per share, but was forced to abandon his bet in 2018 as the stock soared after Icahn invested in the company.
On Thursday, however, it was Icahn who was under pressure, as Hindenburg alleged in a follow up report that he had borrowed billions against his holdings in Icahn Enterprises (IEP) and invested “some or all” of the money into his own funds.
“These funds subsequently generated significant losses, which could pose an overleveraging risk for both Carl Icahn himself, and IEP unitholders,” Hindenburg wrote, noting that it doubled down on its bet against Icahn Enterprises by shorting its bonds as well.
Icahn Enterprises did not immediately respond to Fortune’s request for comment.
Carl Icahn became famous for his cutthroat tactics as a corporate raider in the 1980s, which director Oliver Stone relied on to create his Michael Douglas’ “greed is good” character Gordon Gekko in the 1987 film Wall Street. The billionaire would commonly purchase a large number of shares in companies he felt were mismanaged and then push for changes to the board, layoffs, or the sale of assets in an attempt to improve earnings and stock prices. Although Icahn, 87, isn’t the aggressive activist investor he once was, he still loves to criticize corporate mismanagement.
In 2015, he warned of a pending recession and blasted U.S. CEOs for borrowing money for buybacks and acquisitions in an attempt to artificially inflate earnings in a 15-minute video called “Danger Ahead.”

“It’s financial engineering at its height,” he said. “The earnings that are being put out today, I think they are very suspect.”
But now Icahn is being accused of his own type of financial engineering. Icahn Enterprises stock has plummeted more than 30% since Hindenburg first revealed its short position earlier this month, leading Icahn’s personal net worth to drop over $10 billion, according to Bloomberg Billionaires Index.
The fallout for Icahn comes after Hindenburg targeted India’s Adani Group in January, leading the company into a tailspin that saw CEO and co-founder Gautam Adani’s net worth plummet by $60 billon, according to the Bloomberg Billionaires index.
Hindenburg might not be the investor’s only problem. Icahn Enterprises revealed in a May 10 regulatory filing, that Federal prosecutors from the U.S. Attorney’s office for the Southern District of New York were seeking information regarding its “corporate governance, capitalization, securities offerings, dividends, valuation, marketing materials, due diligence and other materials.” That disclosure came a little more than a week after Hindenbug’s first attack on the company.
Icahn Enterprises said it was cooperating with the request, adding that “the US attorney’s office has not made any claims or allegations against us or Mr. Icahn.”

Barron’s: Icahn Enterprise Stock Has Tumbled 36%. The Short-Seller Saga Isn’t Over.
Nicholas Jasinski
May 11, 2023 1:48 pm ET
Karma’s a bummer.
The holding company of Carl Icahn, the famed corporate raider known for high-profile activist campaigns dating back to the 1980s, is under attack by short sellers, prompted by a lengthy report published by Hindenburg Research.
At first glance, Icahn Enterprises (ticker: IEP), which has dropped 36%, to $32, since Hindenburg’s short report was issued on May 2, doesn’t look all that controversial. Holdings include an energy company, the Pep Boys chain of auto parts and service stores, a pharma company, and real estate. Icahn Enterprises also owns shares in several publicly traded companies, including FirstEnergy (FE), Xerox Holdings (XRX), and Newell Brands (NWL). It has a market capitalization of around $13 billion. On April 28, it was trading at $50.29, right about where it had been in September 2021.
And then Hindenburg released its report. It faulted Icahn’s recent investing track record and claimed Icahn Enterprises was overvaluing its stakes in private businesses. But mainly, Hindenburg’s Nathan Anderson took issue with the fact that Icahn Enterprises had been trading for around 3.2 times its net asset value, or NAV—an unusual premium. Most similar vehicles, such as Bill Ackman’s Pershing Square Holdings (PSH.Netherlands) or Daniel Loeb’s Third Point Investors (TPOU.UK), trade for discounts to their NAV.
Icahn, 87, promised to fight back against Hindenburg in a response published on May 10, but it’s hard to argue with the math. The thing is, most investors probably don’t pay attention to Icahn Enterprises’ NAV. Instead, it’s viewed as a dividend play thanks to the company’s pre-Hindenburg yield of 16%. (Its yield after the tumble now sits at 25%.) The company has declared a quarterly dividend of $2 per share since 2019, with shareholders able to choose payment in cash or stock.
There are some financial gymnastics involved to make that dividend a reality. Icahn, who owns some 84% of the company, elects to take stock, drastically reducing the required cash outlay from $2.8 billion a year to around $450 million. Instead of paying for the dividend out of cash flows from the business, Icahn Enterprises sells stock equivalent to the cash outlay required to pay the dividend for the non-Carl Icahn shares, Hindenburg claims. Stock sales since 2019 have totaled about $1.7 billion.
Thanks to the sky-high valuation and Icahn taking his payment in stock, the math works. The non-Carl Icahn shareholders receive a fat dividend, Icahn keeps his stake at around 84%, and the stock trades at a premium to its NAV justified by its yield.
Hindenburg has a different way of describing it. “In brief, Icahn has been using money taken in from new investors to pay out dividends to old investors,” Anderson wrote in his short report. “Such ponzi-like economic structures are sustainable only to the extent that new money is willing to risk being the last one ‘holding the bag.’”
The situation isn’t going away. The selling in Icahn Enterprises stock intensified this past week after the company reported a quarterly loss of 76 cents a share on May 10 and disclosed that the U.S. Attorney’s Office for the Southern District of New York had inquired about Icahn’s corporate governance and how it valued its assets.
Icahn was his typical combative self. “Hindenburg Research...would be more aptly named Blitzkrieg Research given its tactics of wantonly destroying property and harming innocent civilians,” he said in a statement. “But, unlike many of its victims, we will not stand by idly.”
Anderson was unbowed. “In its response, Icahn Enterprises failed to address every key issue we raised,” he wrote in a new report. “Instead, it rehashed its prior opaque and inadequate disclosures.”

The funny thing is that Hindenburg isn’t wrong, even if investors have been happily going along with the dissonant structure for much of the last decade.
Carl Icahn, it’s your move.

Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding mandates, the future, business plans and other statements that are not historical in nature. These statements are made on the basis of Illumina’s views and assumptions regarding future events and business performance and plans as of the time the statements are made. These forward-looking statements may be accompanied by such words as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “project,” “target,” “will” and other words and terms of similar meaning. Illumina does not undertake any obligation to update these statements unless required by applicable laws or regulations, and you should not place undue reliance on forward-looking statements. Among the important factors to which our business is subject that could cause actual results to differ materially from those in any forward-looking statements are: (i) changes in the rate of growth in the markets we serve; (ii) the volume, timing and mix of customer orders among our products and services; (iii) our ability to adjust our operating expenses to align with our revenue expectations; (iv) our ability to manufacture robust instrumentation and consumables; (v) the success of products and services competitive with our own; (vi) challenges inherent in developing, manufacturing, and launching new products and services, including expanding or modifying manufacturing operations and reliance on third-party suppliers for critical components; (vii) the impact of recently launched or pre-announced products and services on existing products and services; (viii) our ability to modify our business strategies to accomplish our desired operational goals; (ix) our ability to realize the anticipated benefits from prior or future actions to streamline and improve our R&D processes, reduce our operating expenses and maximize our revenue growth; (x) our ability to further develop and commercialize our instruments, consumables, and products, including Galleri™, the cancer screening test developed by GRAIL, to deploy new products, services, and applications, and to expand the markets for our technology platforms; (xi) the risks and costs associated with our ongoing inability to integrate GRAIL due to the interim measures imposed on us by the European Commission as a result of their prohibition of our acquisition of GRAIL; (xii) the risks and costs associated with the integration of GRAIL’s business if we are ultimately able to integrate GRAIL; (xiii) the risk that disruptions from the consummation of our acquisition of GRAIL and associated legal or regulatory proceedings, including related appeals, or obligations will harm our business, including current plans and operations; (xiv) the risk of incurring fines associated with the consummation of our acquisition of GRAIL and the possibility that we may be required to divest all or a portion of the assets or equity interests of GRAIL on terms that could be materially worse than the terms on which we acquired GRAIL; (xv) our ability to obtain approval by third-party payors to reimburse patients for our products; (xvi) our ability to obtain regulatory clearance for our products from government agencies; (xvii) our ability to successfully partner with other companies and organizations to develop new products, expand markets, and grow our business; (xviii) uncertainty, or adverse economic and business conditions, including as a result of slowing or uncertain economic growth, COVID-19 pandemic mitigation measures, or armed conflict; (xix) the application of generally accepted accounting principles, which are highly complex and involve many subjective assumptions, estimates, and judgments and (xx) legislative, regulatory and economic developments, together with the factors set forth in Illumina’s Annual Report on Form 10-K for the year ended January 1, 2023 under the caption “Risk Factors”, in information disclosed in public conference calls, the date and time of which are released beforehand, and in filings with the Securities and Exchange Commission (the SEC) including, among others, quarterly reports on Form 10-Q.
Additional Information and Where to Find It
Illumina has filed with the SEC a definitive proxy statement on Schedule 14A, containing a form of WHITE proxy card, with respect to its solicitation of proxies for Illumina’s 2023 Annual Meeting of Stockholders. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY ILLUMINA AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. Investors and security holders may obtain copies of these documents and other documents filed with the SEC by Illumina free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Illumina are also available free of charge by accessing Illumina’s website at www.illumina.com.

Participants
Illumina, its directors and executive officers and other members of management and employees will be participants in the solicitation of proxies with respect to a solicitation by Illumina. Information about Illumina’s executive officers and directors, including information regarding the direct or indirect interests, by security holdings or otherwise, is available in Illumina’s definitive proxy statement for its 2023 Annual Meeting, which was filed with the SEC on April 20, 2023. To the extent holdings by our directors and executive officers of Illumina securities reported in the proxy statement for the 2023 Annual Meeting have changed, such changes have been or will be reflected on Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These documents are or will be available free of charge at the SEC’s website at www.sec.gov.