IDEXX LABORATORIES, INC. (NASDAQ:IDXX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
Election of New Director. On July 12, 2017, the board of directors (the “Board”) of IDEXX Laboratories, Inc. (the “Company”) elected Stuart M. Essig, PhD as an independent Class III Director effective that date. To accommodate Dr. Essig’s election as a Class III Director, the Board increased the number of Directors constituting the Board from eight to nine and the number of Class III Directors from two to three. It is expected that Dr. Essig will stand for election by stockholders as a Class III Director at the Company’s 2019 annual meeting of stockholders.
Dr. Essig has not yet been named to any Board committee and, as of the date hereof, it has not been determined to which Board committees, if any, Dr. Essig will be named.
There are no related person transactions (or proposed related person transactions) with respect to Dr. Essig 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.
Dr. Essig 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 23, 2017, which description is incorporated herein by reference. The cash fee to be paid to Dr. Essig in the third quarter of 2017 will be prorated to reflect the effective date of his election to the Board on July 12, 2017. Annual deferred stock unit and stock option grants were made to nonemployee Directors on May 3, 2017, the date of the Company’s 2017 annual meeting of stockholders. Since Dr. Essig was not serving as a Director at that time, such grants will be made to him on September 1, 2017, 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 12, 2017 until the Company’s 2018 annual meeting of stockholders.
On July 17, 2017, the Company issued a press release regarding Dr. Essig’s election to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
The following exhibit relating to Item 5.02 shall be deemed to be furnished, and not filed.
| 99.1 | Press Release entitled “IDEXX Laboratories Elects Stuart M. Essig to Board of Directors” and dated July 17, 2017. |
IDEXX LABORATORIES INC /DE ExhibitEX-99.1 2 v470599_ex99-1.htm EXHIBIT 99.1 IDEXX Laboratories Elects Stuart M. Essig to Board of DirectorsWESTBROOK,…To view the full exhibit click here
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.