IDEXX Laboratories Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$IDXX
Biotechnology: In Vitro & In Vivo Diagnostic Substances
Health Care
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 7, 2025
IDEXX LABORATORIES INC /DE
IDEXX LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
IDEXX LABORATORIES INC /DE
| (State or other jurisdiction | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| of incorporation) | ||||||||
| | |||||||||||
| (Address of principal executive offices) | (ZIP Code) | ||||||||||
0000874716
(Registrant's telephone number, including area code)
(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 | ||||||
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 5.03. | Amendments to Articles of Incorporation or ByLaws; Change in Fiscal Year. | ||||
Certificate of Incorporation
On May 7, 2025, IDEXX Laboratories, Inc. (the “Corporation”) filed a Certificate of Elimination with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), eliminating from the Corporation’s Restated Certificate of Incorporation the authority of the Corporation to issue its previously designated shares of Series A Junior Participating Preferred Stock (the “Series A Preferred Stock”). As a result, the shares of the Corporation’s preferred stock previously designated as Series A Preferred Stock are no longer so designated and resume the status of undesignated shares of preferred stock of the Corporation.
At the 2025 Annual Meeting of Stockholders of the Corporation held on May 7, 2025 (the “Annual Meeting”), upon the recommendation of the Corporation’s Board of Directors (the “Board”), the Corporation’s stockholders approved amendments to the Corporation’s Restated Certificate of Incorporation removing all provisions thereof requiring a supermajority vote of the stockholders of the Corporation and providing for the exculpation of the Corporation’s officers as authorized by the Delaware General Corporation Law, all as more fully described in the Corporation’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 28, 2025 (the “Approved Amendments”).
An Amended and Restated Certificate of Incorporation reflecting the elimination of the Corporation’s Series A Preferred Stock and the Approved Amendments was filed with the Secretary of State of the State of Delaware and became effective on May 7, 2025. A copy of such Amended and Restated Certificate of Incorporation is included as Exhibit 3.1 and is incorporated herein by reference.
Amended and Restated By-Laws
On May 7, 2025, the Board approved the amendment and restatement of the Corporation’s By-Laws (the “Amended and Restated By-Laws”), effective immediately. The changes reflected in the Amended and Restated By-Laws include:
•Removing all provisions thereof providing for a supermajority vote of the stockholders of the Corporation;
•Setting forth certain informational and other requirements to be satisfied in connection with any advance notice relating to the nomination of director candidates or the presentation of business at an annual meeting of stockholders and the solicitation of stockholders;
•Establishing the Delaware state courts, or if no state court located in Delaware has jurisdiction, the federal district court for the District of Delaware, as the exclusive forum for certain legal actions relating to the Corporation under Delaware law, unless the Corporation otherwise agrees;
•Addressing procedural matters reflecting changes to Delaware law and relating to the adjournment of meetings of stockholders;
•Updating provisions relating to the calling of special meetings of the Board to permit the Board Chair, President or a majority of directors then in office (or one director in the event there is only a single director in office) to call a special meeting; and
•Making various other technical, ministerial, administrative, conforming and clarifying changes.
The description of the Amended and Restated By-Laws is a summary and is qualified in its entirety by reference to the Amended and Restated By-Laws, which is included as Exhibit 3.2 and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. | ||||
On May 7, 2025, the Corporation held its 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 28, 2025, (the "Proxy Statement"): (1) the election of Stuart M. Essig, Jonathan Jay Mazelsky and M. Anne Szostak, each as a Class III director, for terms expiring at the 2028 annual meeting of shareholders; (2) the ratification of the appointment of PricewaterhouseCoopers LLP as the Corporation's independent registered accounting firm for the current fiscal year; (3) the approval, on an advisory basis, of the compensation of the Corporation's named executive officers; (4) a proposal to amend the Corporation’s Certificate of Incorporation to remove supermajority voting provisions; (5) a proposal to amend the Corporation’s Certificate of Incorporation to reflect Delaware law provisions allowing for officer exculpation; and (6) a shareholder proposal regarding annual election of directors as presented in the Corporation's 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 | ||||||||||||||||||||||
Stuart M. Essig | 63,294,770 | 4,572,225 | 207,161 | 4,952,406 | ||||||||||||||||||||||
Jonathan Jay Mazelsky | 67,067,059 | 817,668 | 189,429 | 4,952,406 | ||||||||||||||||||||||
M. Anne Szostak | 61,264,568 | 6,621,053 | 188,535 | 4,952,406 | ||||||||||||||||||||||
Proposal Two: | Ratification of Appointment of Independent Registered Public Accounting Firm. | ||||
For | 67,624,241 | ||||
Against | 5,217,074 | ||||
Abstain | 185,247 | ||||
Broker Non-Votes | N/A | ||||
Proposal Three: | Advisory Vote to Approve Executive Compensation. | ||||
For | 63,288,596 | ||||
Against | 4,375,655 | ||||
Abstain | 409,905 | ||||
Broker Non-Votes | 4,952,406 | ||||
Proposal Four: | Amendment to Certificate of Incorporation to Remove Supermajority Voting Provisions. | ||||
For | 67,764,787 | ||||
Against | 96,937 | ||||
Abstain | 212,432 | ||||
Broker Non-Votes | 4,952,406 | ||||
Proposal Five: | Amendment to Certificate of Incorporation to Reflect New Delaware Law Provisions Allowing for Officer Exculpation. | ||||
For | 60,474,938 | ||||
Against | 7,367,839 | ||||
Abstain | 231,379 | ||||
Broker Non-Votes | 4,952,406 | ||||
Proposal Six: | Shareholder Proposal Regarding Annual Election of Directors. | ||||
For | 62,357,879 | ||||
Against | 3,811,759 | ||||
Abstain | 1,334,652 | ||||
Broker Non-Votes | 5,522,272 | ||||
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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 9, 2025 | By: | /s/ Sharon E. Underberg | ||||||
| Sharon E. Underberg | ||||||||
| Executive Vice President, General Counsel and Corporate Secretary | ||||||||