8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 12, 2021

IDEXX LABORATORIES INC /DE

 

IDEXX LABORATORIES, INC.

(Exact name of registrant as specified in its charter)

IDEXX LABORATORIES INC /DE 

Delaware	000-19271	01-0393723
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)

One IDEXX Drive	Westbrook,	Maine	04092
(Address of principal executive offices)			(ZIP Code)

0000874716

207.556.0300

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.10 par value per share	IDXX	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (ß230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (ß240.12b-2 of this chapter). Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 12, 2021, IDEXX Laboratories, Inc. (the “Company”) held its 2021 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, shareholders considered and voted on the following proposals, each of which is described in more detail in the Company’s proxy statement dated March 31, 2021, (the "Proxy Statement"): (1) the election of Daniel M. Junius as a Class II director, for a term that expires at the 2023 annual meeting of shareholders, and Bruce L. Claflin, Asha S. Collins, PhD and Sam Samad each as Class I directors, for terms expiring at the 2024 annual meeting of shareholders; (2) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered accounting firm for the current fiscal year; and (3) the approval, on an advisory basis, of the compensation of the Company's named executive officers as presented in the Proxy Statement delivered to shareholders in connection with the Annual Meeting.

The voting results at the Annual Meeting with respect to each of the matters described above, were as follows:

Proposal One: Election of Directors

Nominees	For	Against	Abstain	Broker Non-Votes
Bruce L. Claflin	67,436,772	2,861,273	60,122	6,378,832
Asha S. Collins, PhD	67,802,484	2,502,566	53,117	6,378,832
Daniel M. Junius	69,481,500	822,362	54,305	6,378,832
Sam Samad	69,493,423	809,390	55,354	6,378,832

Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm

For	74,352,030
Against	2,342,427
Abstain	42,542
Broker Non-Votes	N/A

Proposal Three: Advisory Vote to Approve Executive Compensation

For	66,390,797
Against	3,860,320
Abstain	107,050
Broker Non-Votes	6,378,832

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	IDEXX LABORATORIES, INC.
Date: May 18, 2021	By:	/s/ Sharon E. Underberg
		Sharon E. Underberg
		Senior Vice President, General Counsel and Corporate Secretary

XML

Document and Entity Information Document	May 12, 2021
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	May 12, 2021
Entity Registrant Name	IDEXX LABORATORIES INC /DE
Entity Central Index Key	0000874716
Amendment Flag	false
Entity Address, City or Town	Westbrook,
City Area Code	207
Local Phone Number	556.0300
Entity Information, Former Legal or Registered Name	Not Applicable
One IDEXX Drive	One IDEXX Drive
Title of 12(b) Security	Common Stock, $0.10 par value per share
Security Exchange Name	NASDAQ
Entity File Number	000-19271
01-0393723	01-0393723
04092	04092
¨	false
Soliciting Material	false
Pre-commencement Issuer Tender Offer	false
Entity Incorporation, State or Country Code	DE
Entity Address, State or Province	ME
Pre-commencement Tender Offer	false
Trading Symbol	IDXX
Entity Emerging Growth Company	false