8-KLeadership Changes

IDEXX LABORATORIES INC /DE 8-K Report, Executive Changes (Mar 2, 2010)

Filed March 2, 2010For Securities:IDXX

Summary

IDEXX LABORATORIES INC /DE (IDXX) filed an 8-K on March 1, 2010, to report a change in its board of directors and related compensation adjustments for non-employee directors. Joseph V. Vumbacco was elected as a new director, filling a vacancy and impacting the board's class structure. This appointment is subject to stockholder approval at the upcoming 2010 annual meeting. Key compensation changes include an increase in annual cash fees for non-employee directors to $50,000, effective April 1, 2010, representing a $5,000 rise. Conversely, the value of annual deferred stock unit (DSU) grants decreased from approximately $45,000 to $27,500, while the Black-Scholes value of annual stock option grants significantly increased from $45,000 to $82,500. These changes reflect a strategic shift in how the company compensates its directors, with a greater emphasis on stock options.

Key Highlights

  • 1Joseph V. Vumbacco appointed as a new director to the Board of Directors on February 24, 2010.
  • 2Director Vumbacco's election will fill a vacancy and is subject to stockholder approval at the 2010 Annual Meeting.
  • 3Board size and class composition adjusted to accommodate the new director.
  • 4Annual cash compensation for non-employee directors increased by $5,000 to $50,000, effective April 1, 2010.
  • 5Value of annual Deferred Stock Unit (DSU) grants to directors decreased from approximately $45,000 to $27,500.
  • 6Black-Scholes value of annual stock option grants to directors increased significantly from $45,000 to $82,500.

Frequently Asked Questions

Joseph V. Vumbacco was elected as a new director to the Board of Directors on February 24, 2010. His appointment fills a vacancy on the board and is subject to stockholder approval at the upcoming 2010 annual meeting. The filing does not provide details on his background, but his election required adjustments to the board's class structure.

Non-employee directors receive a combination of cash and equity compensation. Effective April 1, 2010, their annual cash fee will be $50,000. They also receive annual grants of deferred stock units (DSUs) or restricted stock units, and nonqualified stock options. The compensation structure has been adjusted, with an increase in cash and stock option values, and a decrease in DSU values.

The annual cash fee for non-employee directors will increase by $5,000 to $50,000, effective April 1, 2010. The value of the annual deferred stock unit (DSU) grant will decrease from approximately $45,000 to $27,500. However, the Black-Scholes value of the annual stock option grant will significantly increase from $45,000 to $82,500.

Mr. Vumbacco's cash compensation for the first quarter of 2010 will be prorated based on his election date of February 24, 2010. He will receive his annual DSU and stock option grants on June 1, 2010, with these awards also prorated to reflect his election date.