ILMNIllumina, Inc.
Deals between ILMN and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2026-04-09 reports that the one filed 2025-04-09 did not, quoted as filed.
New this year
1 newParagraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-04-09.
Certain Relationships and Related Party Transactions“Illumina has adopted a written Related Party Transactions Policy setting forth the Company’s policies and procedures for the notification, review, approval, ratification, and disclosure of related party transactions. The policy applies to transactions in which the Company or its subsidiaries participate, the amount involved exceeds $120,000, and a related person - including a director, executive officer, director nominee, 5% stockholder, or an immediate family member of any of the foregoing - has a direct or indirect material interest.”
Read it in the proxy ↗
New wording of the review policy 4 paragraphs without an amount or a name
Certain Relationships and Related Party Transactions“Directors, executive officers, and director nominees are required to promptly notify the Company’s Chief Legal Officer of potential related party transactions. The Chief Legal Officer (or, in certain circumstances, the Corporate Secretary or an Assistant Corporate Secretary) reviews the relevant facts and circumstances to determine whether a transaction constitutes a related party transaction under the policy or falls within a pre-approved category.”
Read it in the proxy ↗
Certain Relationships and Related Party Transactions“Related party transactions subject to the policy are submitted to the Audit Committee of the Board of Directors for review and approval or ratification. In limited circumstances, transactions may be reviewed by the Audit Committee Chair, with any such action reported to the full Audit Committee at its next meeting. In reviewing a transaction, the Audit Committee considers all relevant facts and circumstances, including whether the transaction is in the ordinary course of business, the business purpose and terms of the transaction, the nature and extent of the related person’s interest, the availability of comparable transactions with unaffiliated third parties, whether the terms are no less favorable than those available to unrelated parties, and any potential impact on director independence. A related party transaction is approved or ratified only if the Audit Committee determines in good faith that it is in, or not inconsistent with, the best interests of the Company and its stockholders. Directors with an interest in a transaction do not participate in the approval decision.”
Read it in the proxy ↗
Certain Relationships and Related Party Transactions“The policy provides for certain pre-approved categories of transactions that do not require Audit Committee review, including specified transactions that are excluded from disclosure under Item 404 of Regulation S-K, compensation arrangements approved pursuant to applicable committee procedures, and other transactions that do not present a material conflict of interest.”
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Certain Relationships and Related Party Transactions“The Audit Committee also reviews, at least annually, any previously approved or ratified related party transactions that remain ongoing. Related party transactions required to be disclosed under SEC rules are disclosed in the Company’s public filings.”
Read it in the proxy ↗
The whole section 6 paragraphs, proxy filed 2026-04-09
Certain Relationships and Related Party Transactions“All transactions between us and our officers, directors, principal stockholders, and affiliates are subject to approval by a majority of the independent and disinterested members of our Board of Directors, and will be on terms determined by such members of the Board of Directors to be no less favorable to us than could be obtained from unaffiliated third parties. No such transactions occurred in fiscal 2025.”
Read it in the proxy ↗
Certain Relationships and Related Party Transactions“Illumina has adopted a written Related Party Transactions Policy setting forth the Company’s policies and procedures for the notification, review, approval, ratification, and disclosure of related party transactions. The policy applies to transactions in which the Company or its subsidiaries participate, the amount involved exceeds $120,000, and a related person - including a director, executive officer, director nominee, 5% stockholder, or an immediate family member of any of the foregoing - has a direct or indirect material interest.”
Read it in the proxy ↗
Certain Relationships and Related Party Transactions“Directors, executive officers, and director nominees are required to promptly notify the Company’s Chief Legal Officer of potential related party transactions. The Chief Legal Officer (or, in certain circumstances, the Corporate Secretary or an Assistant Corporate Secretary) reviews the relevant facts and circumstances to determine whether a transaction constitutes a related party transaction under the policy or falls within a pre-approved category.”
Read it in the proxy ↗
Certain Relationships and Related Party Transactions“Related party transactions subject to the policy are submitted to the Audit Committee of the Board of Directors for review and approval or ratification. In limited circumstances, transactions may be reviewed by the Audit Committee Chair, with any such action reported to the full Audit Committee at its next meeting. In reviewing a transaction, the Audit Committee considers all relevant facts and circumstances, including whether the transaction is in the ordinary course of business, the business purpose and terms of the transaction, the nature and extent of the related person’s interest, the availability of comparable transactions with unaffiliated third parties, whether the terms are no less favorable than those available to unrelated parties, and any potential impact on director independence. A related party transaction is approved or ratified only if the Audit Committee determines in good faith that it is in, or not inconsistent with, the best interests of the Company and its stockholders. Directors with an interest in a transaction do not participate in the approval decision.”
Read it in the proxy ↗
Certain Relationships and Related Party Transactions“The policy provides for certain pre-approved categories of transactions that do not require Audit Committee review, including specified transactions that are excluded from disclosure under Item 404 of Regulation S-K, compensation arrangements approved pursuant to applicable committee procedures, and other transactions that do not present a material conflict of interest.”
Read it in the proxy ↗
Certain Relationships and Related Party Transactions“The Audit Committee also reviews, at least annually, any previously approved or ratified related party transactions that remain ongoing. Related party transactions required to be disclosed under SEC rules are disclosed in the Company’s public filings.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
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