Illumina board approves 8M-share reserve increase, extends stock plan to 2033

ILLUMINA, INC.

Share reserve increased by 8M shares; term extended to January 31, 2033, both subject to stockholder approval.
New PSU forms: up to 175% of target based on relative TSR over 3 fiscal years; up to 150% based on Adjusted EPS over 2 fiscal years.
New RSU form provides time-based vesting; all awards granted under amended plan effective February 1, 2023.
Bylaws amended to address universal proxy rules (Rule 14a-19): additional stockholder nomination representations, nominee limits, proxy card color requirements.
Eliminated Section 162(m) qualified-performance-based compensation provisions due to Tax Cuts and Jobs Act changes.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

ILLUMINA, INC.: Amended and restated bylaws to address new universal proxy rules, including nomination procedures and proxy card color (effective 2023-02-01).

Change: bylaw amendment
Effective: 2023-02-01

Exact text from the filing

On February 1, 2023, the Board approved an amendment and restatement of the bylaws of the Company (the “Amended and Restated Bylaws”), which became effective the same day, in order to address recently effective amendments to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ( i.e. , federal proxy rules regarding the use of “universal” proxy cards in contested director elections) , including by:

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Source: SEC EDGAR

accession 0001110803-23-000013

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