Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - IDEXX LABORATORIES INC /DE | v466141_ex99-1.htm |
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 2, 2017
IDEXX LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-19271 | 01-0393723 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer Identification No.) |
| of incorporation) |
| One IDEXX Drive, Westbrook, Maine | 04092 |
| (Address of principal executive offices) | (ZIP Code) |
207.556.0300
(Registrant's telephone number, including area code)
Not Applicable
(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)) |
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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-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 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 3, 2017, IDEXX Laboratories, Inc. (the “Company”) held its 2017 annual meeting of stockholders (the “Annual Meeting”), at which a quorum was present in person or by proxy.
At the Annual Meeting, stockholders considered and voted on the following proposals, each of which is described in more detail in the Company’s proxy statement dated March 23, 2017, (the "Proxy Statement"): (1) the election of three Class II directors for terms expiring at the 2020 annual meeting of stockholders; (2) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered accounting firm for the current fiscal year; (3) the approval, on an advisory basis, of the compensation of the Company's named executive officers; and (4) an advisory vote on how frequently we should seek an advisory vote on the compensation of our named executive officers as presented in the Company's proxy statement delivered to stockholders 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 | ||||
| Rebecca M. Henderson, PhD | 69,701,078 | 1,440,416 | 31,660 | 8,978,293 | ||||
| Lawrence D. Kingsley | 70,831,533 | 304,217 | 37,404 | 8,978,293 | ||||
| Sophie V. Vandebroek, PhD | 67,914,847 | 3,230,036 | 28,271 | 8,978,293 |
| Proposal Two: |
Ratification of Appointment of Independent Registered Public Accounting Firm |
| For | 79,240,456 |
| Against | 879,502 |
| Abstain | 31,489 |
| Broker Non-Votes | N/A |
| Proposal Three: |
Advisory Vote to Approve Executive Compensation |
| For | 64,921,042 |
| Against | 6,160,819 |
| Abstain | 91,293 |
| Broker Non-Votes | 8,978,293 |
| Proposal Four: |
Advisory Vote on Frequency of Approval of Executive Compensation |
| One Year | 65,065,303 |
| Two Years | 84,157 |
| Three Years | 5,942,572 |
| Abstain | 81,122 |
| Broker Non-Votes | 8,978,293 |
| Item 8.01 | Other Events. |
On May 2, 2017, the Company’s Board of Directors authorized an increase in the Company’s ongoing share repurchase program, authorizing the repurchase of up to three million additional shares of the Company’s Common Stock for a total of sixty-eight million shares as of May 2, 2017. Repurchases may be made in the open market (including through Rule 10b5-1 plans) or in negotiated transactions. These shares are in addition to the 3,297,887 shares remaining under the Company’s ongoing share repurchase program as of April 28, 2017, pursuant to previous Board authorization. The timing and amount of any repurchases will be at the discretion of the Company's management. The increase in the number of shares authorized under the share repurchase plan is described in a press release issued by the Company on May 3, 2017, which is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
The following exhibit is furnished as part of this Report pursuant to Item 8.01.
| 99.1 | Press Release entitled “IDEXX Laboratories Announces Increase in Share Repurchase Program” issued by the Company on May 3, 2017. |
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 5, 2017 | By: | /s/ Jacqueline L. Studer |
| Jacqueline L. Studer | ||
| Corporate Vice President, General Counsel and Secretary | ||
EXHIBIT INDEX
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press Release entitled “IDEXX Laboratories Announces Increase in Share Repurchase Program” issued by the Company on May 3, 2017. |