8-K/AShareholder Matters

IDEXX LABORATORIES INC /DE 8-K/A Report, Shareholder Vote Results (Oct 6, 2017)

Filed October 6, 2017For Securities:IDXX

Summary

This 8-K/A filing from IDEXX Laboratories, Inc. (IDXX) serves as an amendment to a previous 8-K filed on May 5, 2017. The sole purpose of this amendment is to provide an update on the company's decision regarding the frequency of future "say-on-pay" advisory votes, which are shareholder votes on executive compensation. The amendment clarifies that IDEXX will continue to hold these advisory votes on an annual basis.

Key Highlights

  • 1Amendment to a prior 8-K filing concerning the May 3, 2017 Annual Meeting of Stockholders.
  • 2The filing's primary focus is to disclose the company's decision on the frequency of future 'say-on-pay' advisory votes.
  • 3IDEXX will continue to conduct 'say-on-pay' advisory votes annually.
  • 4This decision aligns with the recommendation of the Company's Board of Directors as stated in the proxy statement.
  • 5The next advisory vote on the frequency of 'say-on-pay' votes is required no later than the 2023 Annual Meeting of Stockholders.
  • 6The original 8-K reported on final voting results of the Annual Meeting, but this amendment only addresses the say-on-pay frequency decision.

Frequently Asked Questions

The main purpose of this amended 8-K filing is to officially disclose IDEXX Laboratories' decision on how frequently they will hold advisory shareholder votes on executive compensation ('say-on-pay') in the future. This decision was made following the results of a vote at the May 3, 2017 Annual Meeting of Stockholders.

At the Annual Meeting, the vast majority of shares voted (65,065,303) were in favor of holding 'say-on-pay' votes annually. Votes for every two or three years received significantly fewer votes. The company's board also recommended annual votes.

IDEXX Laboratories has decided to hold future 'say-on-pay' advisory votes on an annual basis. This decision is consistent with the strong shareholder preference expressed at the Annual Meeting and the recommendation of the Board of Directors.

Shareholders will next be required to vote on the frequency of 'say-on-pay' votes no later than IDEXX's 2023 Annual Meeting of Stockholders.