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 Officers
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers;Compensatory
Arrangements of Certain Officers.
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. Essigs
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 Companys 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 Companys last fiscal year.
Dr. Essig will receive the same compensation as is paid to the
Companys other nonemployee Directors as described in the section
entitled Corporate Governance Director Compensation in the
Companys 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 Companys
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 Companys 2018 annual meeting of
On July 17, 2017, the Company issued a press release regarding
Dr. Essigs election to the Board. A copy of the press release is
furnished as Exhibit 99.1 to this Form 8-K.
The following exhibit relating to Item 5.02 shall be deemed to be
furnished, and not filed.
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
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.