Illumina urges shareholders to reject Carl Icahn’s board nominees as proxy voting battle heats up

Enlightenment on Thursday urged shareholders to reject Carl Icahn’s three board nominees at this year’s annual meeting because they would “endanger” the progress of the biotech’s core business.

“Carl Icahn’s ownership of Illumina puts the company’s long-term success at risk, and his nominee directors do not bring relevant skills to the board,” said Illumina, based in San Diego at a Preliminary Proxy Statement submitted Thursday.

The DNA sequencing company asked shareholders to discard any proxy cards sent by the activist investor or its affiliates. Illumina also urged shareholders to vote for the proposed board of directors and noted that final proxy statement material will be mailed soon.

Illumina said it will provide more information on “the strength of our board and management team, our strategy for creating shareholder value — with innovation at its core — and the potential for Mr. Icahn’s nominees to damage that strategy.”

Icahn did not immediately respond to a request for comment.

Illumina’s comments are the latest step in a looming proxy fight with Icahn, which owns a 1.4% stake in the company. Icahn is urging Illumina to reverse its $7.1 billion acquisition of cancer test developer Grail, which he previously described as “a new low in corporate governance.”

Illumina said Thursday Icahn is not a long-term shareholder of Illumina and did not engage with the company before requesting representation on the board. The company noted that it acted “swiftly and deliberately” to meet with Icahn, interview its nominees in good faith and explore possible alternatives to a proxy fight.

But Icahn is “unwilling to compromise” and insisted the board add its three nominees without input from shareholders, Illumina said.

“It has become abundantly clear that neither Mr. Icahn nor his three associate nominees – Jesse Lynn, Andrew Teno or Vincent Intrieri – understand the business of Illumina or GRAIL and the regulatory processes involved,” the company said.

Icahn’s nominees include Vincent Intrieri, the founder and CEO of VDA Capital Management, who was previously with Icahn. They also include Icahn Enterprises general counsel Jesse Lynn and Andrew Teno, a portfolio manager at Icahn Capital LP, a firm where Icahn manages mutual funds.

Illumina shares were relatively flat following its announcement. The company’s market cap has shrunk to around $35 billion from about $75 billion in August 2021, the month it struck the Grail deal.