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This excerpt taken from the ILMN DEF 14A filed Mar 27, 2009. General
Our certificate of incorporation and bylaws provide for a
classified Board of Directors consisting of three classes of
directors with staggered three-year terms. The board currently
consists of nine persons, with one class consisting of four
directors, one class consisting of three directors, and one
class consisting of two directors. The board has determined that
a majority of the members of the board, specifically
Mr. Bradbury, Mr. Bowman, Ms. Eastham,
Dr. Goldstein, Dr. Grint, Dr. Rastetter,
Dr. Walt and Mr. Whitfield, are independent directors
under the rules of The NASDAQ Global Select Market. Each of the
nominees listed below are currently serving on the board. The
nominees have agreed to serve if elected, and management has no
reason to believe that such nominees will be unable to serve.
The proposal to elect the four nominees to the board requires
the affirmative vote of the holders of a plurality of shares
entitled to vote that are present or represented at the Meeting
and entitled to vote on such proposal. In the event the nominees
are unable or decline to serve as directors at the time of the
Meeting, the proxies will be voted for any nominees who may be
designated by the present Board of Directors to fill the
vacancy. Unless otherwise instructed, the proxy holders will
vote the proxies received by them FOR the nominees named below.
These excerpts taken from the ILMN 10-K filed Feb 26, 2009. General
The preparation of financial statements in accordance with
U.S. generally accepted accounting principles requires
management to make estimates and assumptions that affect the
amounts reported in our consolidated financial statements and
accompanying notes. Management bases its estimates on historical
experience and various other assumptions it believes to be
reasonable. Although these estimates are based on
management’s best knowledge of current events and actions
that may impact us in the future, actual results may be
different from the estimates. Our critical accounting policies
are those that affect our financial statements materially and
involve difficult, subjective or complex judgments by
management. Management has discussed the development and
selection of these critical accounting policies with the audit
committee of our board of directors, and the audit committee has
reviewed the disclosure. Our accounting policies are more fully
described in Note 1 of the Consolidated Financial
Statements.
General The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and various other assumptions it believes to be reasonable. Although these estimates are based on management’s best knowledge of current events and actions that may impact us in the future, actual results may be different from the estimates. Our critical accounting policies are those that affect our financial statements materially and involve difficult, subjective or complex judgments by management. Management has discussed the development and selection of these critical accounting policies with the audit committee of our board of directors, and the audit committee has reviewed the disclosure. Our accounting policies are more fully described in Note 1 of the Consolidated Financial Statements. This excerpt taken from the ILMN DEF 14A filed Apr 4, 2008. General
The purposes of the 2005 Plan are to attract and retain the best
available personnel for positions of substantial responsibility,
to provide additional incentive to service providers and to
promote the success of our business. Stock options, restricted
stock, restricted stock units, stock appreciation rights and
other similar types of awards (including other awards under
which recipients are not required to pay any purchase price or
exercise price, such as phantom stock rights), as well as cash
awards may be granted under the 2005 Plan (each an
“Award”). Options granted under the 2005 Plan may be
either “incentive stock options,” as defined in
Section 422 of the Internal Revenue Code of 1986 (the
“Code”), or non-statutory stock options.
Administration. The 2005 Plan is administered
by the Compensation Committee of our Board of Directors (the
“Administrator”).
Eligibility. Non-statutory stock options and
stock awards may be granted under the 2005 Plan to our or our
parent’s or subsidiaries’ employees, directors
(including non-employee directors) and consultants. Incentive
stock options and cash awards may be granted only to our
employees or our subsidiaries’ employees. The
Administrator, in its discretion, selects the employees to whom
stock options and other stock awards, as well as cash awards,
may be granted, the time or times at which such Awards are
granted, and the terms of such Awards to be granted under the
2005 Plan. As of March 24, 2008, we had approximately 1,100
employees and eight non-employee directors who would be eligible
to participate in the 2005 Plan.
Plan Benefits. Because benefits under the 2005
Plan will depend on the Administrator’s actions and, with
respect to options and other stock awards, the fair market value
of common stock at various future dates, it is not possible to
determine the benefits that will be received by employees,
officers, directors and consultants under such types of awards.
As of March 24, 2008, the closing sales price of our common
stock was $74.33 per share.
Nontransferability of Awards. Options and
stock awards granted under the 2005 Plan are not transferable
other than by will or the laws of descent and distribution and
may be exercised during the lifetime of the holder of the option
or stock award only by the holder; provided that non-statutory
stock options may be transferred by gift to immediate family
members of the participant or to a trust in which
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non-statutory stock options are to be passed to a beneficiary of
the participant upon the death of the participant.
These excerpts taken from the ILMN 10-K filed Feb 26, 2008. General
Our discussion and analysis of our financial condition and
results of operations is based upon our consolidated financial
statements, which have been prepared in accordance with
U.S. generally accepted accounting principles. The
preparation of financial statements requires that management
make estimates, assumptions and judgments with respect to the
application of accounting policies that affect the reported
amounts of assets, liabilities, revenue and expenses, and the
disclosures of contingent assets and liabilities. Actual results
could differ from those estimates.
Our significant accounting policies are described in Note 1
to our consolidated financial statements. Certain accounting
policies are deemed critical if 1) they require an
accounting estimate to be made based on assumptions that were
highly uncertain at the time the estimate was made, and
2) changes in the estimate that are reasonably likely to
occur, or different estimates that we reasonably could have used
would have a material effect on our consolidated financial
statements.
Management has discussed the development and selection of these
critical accounting policies with the Audit Committee of our
Board of Directors, and the Audit Committee has reviewed the
disclosure. In addition, there are other items within our
financial statements that require estimation, but are not deemed
critical as defined above.
We believe the following critical accounting policies reflect
our more significant estimates and assumptions used in the
preparation of the consolidated financial statements.
General Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of financial statements requires that management make estimates, assumptions and judgments with respect to the application of accounting policies that affect the reported amounts of assets, liabilities, revenue and expenses, and the disclosures of contingent assets and liabilities. Actual results could differ from those estimates. Our significant accounting policies are described in Note 1 to our consolidated financial statements. Certain accounting policies are deemed critical if 1) they require an accounting estimate to be made based on assumptions that were highly uncertain at the time the estimate was made, and 2) changes in the estimate that are reasonably likely to occur, or different estimates that we reasonably could have used would have a material effect on our consolidated financial statements. Management has discussed the development and selection of these critical accounting policies with the Audit Committee of our Board of Directors, and the Audit Committee has reviewed the disclosure. In addition, there are other items within our financial statements that require estimation, but are not deemed critical as defined above. We believe the following critical accounting policies reflect our more significant estimates and assumptions used in the preparation of the consolidated financial statements. This excerpt taken from the ILMN DEF 14A filed Apr 30, 2007. General
The purposes of the 2005 Plan are to attract and retain the best
available personnel for positions of substantial responsibility,
to provide additional incentive to service providers and to
promote the success of our business. Stock options, restricted
stock, restricted stock units, stock appreciation rights and
other similar types of awards (including other awards under
which recipients are not required to pay any purchase price or
exercise price, such as phantom stock rights), as well as cash
awards may be granted under the 2005 Plan (each an
“Award”). Options granted under the 2005 Plan may be
either “incentive stock options,” as defined in
Section 422 of the Internal Revenue Code of 1986 (the
“Code”), or non-statutory stock options.
Administration. The 2005 Plan is administered
by the compensation committee of our board of directors (the
“Administrator”).
Eligibility. Non-statutory stock options and
stock awards may be granted under the 2005 Plan to our or our
parent’s or subsidiaries’ employees, directors
(including non-employee directors) and consultants. Incentive
stock options and cash awards may be granted only to our or our
subsidiaries’ employees. The Administrator, in its
discretion, selects the employees to whom stock options and
other stock awards, as well as cash awards, may be granted, the
time or times at which such Awards are granted, and the terms of
such Awards to be granted under the 2005 Plan. As of
April 16, 2007, we had approximately 850 employees and
eight non-employee directors who would be eligible to
participate in the 2005 Plan.
Plan Benefits. Because benefits under the 2005
Plan will depend on the Administrator’s actions and, with
respect to options and other stock awards, the fair market value
of common stock at various future dates, it is not possible to
determine the benefits that will be received by employees,
officers, directors and consultants under such types of awards.
As of April 26, 2007, the closing sales price of our common
stock was $33.73 per share.
Nontransferability of Awards. Options and
stock awards granted under the 2005 Plan are not transferable
other than by will or the laws of descent and distribution and
may be exercised during the lifetime of the holder of the option
or stock award only by the holder; provided that non-statutory
options may be transferred by gift to immediate family members
of the participant or to a trust in which non-statutory options
are to be passed to a beneficiary of the participant upon the
death of participant.
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This excerpt taken from the ILMN 10-K filed Feb 28, 2007. General
Our discussion and analysis of our financial condition and
results of operations is based upon our consolidated financial
statements, which have been prepared in accordance with
U.S. generally accepted accounting principles. The
preparation of financial statements requires that management
make estimates, assumptions and judgments with respect to the
application of accounting policies that affect the reported
amounts of assets, liabilities, revenue and expenses, and the
disclosures of contingent assets and liabilities. Actual results
could differ from those estimates.
Our significant accounting policies are described in Note 1
to our consolidated financial statements. Certain accounting
policies are deemed critical if 1) they require an
accounting estimate to be made based on assumptions that were
highly uncertain at the time the estimate was made, and
2) changes in the estimate that are reasonably likely to
occur, or different estimates that we reasonably could have used
would have a material effect on our consolidated financial
statements.
Management has discussed the development and selection of these
critical accounting policies with the Audit Committee of our
Board of Directors, and the Audit Committee has reviewed the
disclosure. In addition, there are other items within our
financial statements that require estimation, but are not deemed
critical as defined above.
We believe the following critical accounting policies reflect
our more significant estimates and assumptions used in the
preparation of the consolidated financial statements.
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