Election of New Director. On July 16, 2019, the board of directors (the “Board”) of IDEXX Laboratories, Inc. (the “Company”) elected Sam Samad as an independent Class I Director and member of its Audit Committee effective that date. To effect Mr. Samad’s election as a Class I Director, the Board increased the number of Directors constituting the Board from eight to nine and the number of Class I Directors from two to three. It is expected that Mr. Samad will stand for election by stockholders as a Class I Director at the Company’s 2021 annual meeting of stockholders.

There are no related person transactions (or proposed related person transactions) with respect to Mr. Samad reportable under Item 5.02(d) of Form 8-K and Item 404(a) of Regulation S-K since the beginning of the Company’s last fiscal year.

Mr. Samad will receive the same compensation as is paid to the Company’s other nonemployee Directors as described in the section entitled “Corporate Governance – Director Compensation” in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 25, 2019, which description is incorporated herein by reference. The cash fee to be paid to Mr. Samad in the third quarter of 2019 will be prorated to reflect the effective date of his election to the Board on July 16, 2019. Annual deferred stock unit and stock option grants were made to nonemployee Directors on May 8, 2019, the date of the Company’s 2019 annual meeting of stockholders. Since Mr. Samad was not serving as a Director at that time, such grants will be made to him on September 1, 2019, and the award values will be prorated to reflect the portion of the year during which he will serve on the Board, specifically from the effective date of his election on July 16, 2019 until the Company’s 2020 annual meeting of stockholders.

On July 18, 2019, the Company issued a press release regarding Mr. Samad’s election to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

IDEXX LABORATORIES INC /DE Exhibit
EX-99.1 2 exhibit991.htm EXHIBIT 99.1 Exhibit EXHIBIT 99.1FOR IMMEDIATE RELEASEIDEXX Laboratories Elects Sam Samad to Board of DirectorsWESTBROOK,…
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About IDEXX LABORATORIES, INC. (NASDAQ:IDXX)

IDEXX Laboratories, Inc. develops, manufactures and distributes products and provides services for the companion animal veterinary, livestock and poultry, dairy and water testing markets. The Company’s segments include Companion Animal Group (CAG), which develops, designs, manufactures and distributes products and performs services for veterinarians and the bioresearch market; Water, which develops, designs, manufactures and distributes a range of products used in the detection of various microbiological parameters in water; Livestock, Poultry and Dairy (LPD), which develops, designs, manufactures and distributes diagnostic tests and related instrumentation, and performs services that are used to manage the health status of livestock and poultry and to expand bovine reproductive productivity, and Other, which develops, designs, manufactures and distributes point-of-care electrolyte and blood gas analyzers and related consumable products for the human medical diagnostics market.