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): July 14, 2015

 

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. to Form 8-K):

 

 ¨ 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))

 

 
 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Election of New Director. The board of directors (the “Board”) of IDEXX Laboratories, Inc. (the “Company”) elected Bruce L. Claflin as an independent Class I Director and member of its audit committee and nominating and governance committee on July 14, 2015. To accommodate Mr. Claflin’s election as a Class I Director, the Board increased the number of Directors constituting the Board from eight to nine and the number of Class I Directors from two to three. The number of Directors constituting the Board and the number of Class I Directors had been previously reduced at a meeting of the Board immediately following the Company’s 2015 annual meeting of stockholders (the “2015 Annual Meeting”) from nine to eight and from three to two, respectively. These reductions were made by the Board in connection with the retirement of Robert J. Murray as a Class III Director at the 2015 Annual Meeting pursuant to the mandatory retirement provisions of the Company’s Corporate Governance Guidelines and the Board’s subsequent reassignment of Barry C. Johnson, who had been re-elected as a Class I Director at the 2015 Annual Meeting, from a Class I to Class III Director to fill the vacancy created by Mr. Murray’s retirement.

 

It is expected that Mr. Claflin will stand for election by stockholders as a Class I Director at the 2018 annual meeting of stockholders, with a three-year term expiring in 2021.

 

Mr. Claflin will receive the same compensation as is paid to other nonemployee Directors of the Company as described in the section entitled “Corporate Governance – Director Compensation” in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 25, 2015, which description is incorporated herein by reference. The cash fee to be paid to Mr. Claflin for the third quarter of 2015 will be prorated to reflect his election on July 14, 2015. Annual deferred stock unit and stock option grants were made to Directors on May 6, 2015, the date of the 2015 Annual Meeting. Since Mr. Claflin was not serving as a Director at that time, such grants will be made to Mr. Claflin on September 1, 2015, and the award values will be prorated to reflect the portion of the year during which he will serve on the Board, specifically from his election on July 14, 2015 until the Company’s 2016 annual meeting of stockholders.

 

On July 14, 2015, the Company issued a press release regarding Mr. Claflin’s election to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d)Exhibits

 

The following exhibit relating to Item 5.02 shall be deemed to be furnished, and not filed.

 

99.1Press Release dated July 14, 2015.

 

 
 

 

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: July 14, 2015 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 dated July 14, 2015.  

 

 



IDEXX Laboratories Elects Bruce L. Claflin to Board of Directors

WESTBROOK, Maine, July 14, 2015 /PRNewswire/ -- IDEXX Laboratories, Inc. (NASDAQ: IDXX) today announced the unanimous election of Bruce L. Claflin as a member of the Company's Board of Directors, effective July 14, 2015. In addition, Mr. Claflin will serve on the Audit Committee and the Nominating and Governance Committee of the Board.

IDEXX Laboratories, Inc. logo.

Mr. Claflin is the Chairman of the Board of Advanced Micro Devices, Inc. and a member of the board of directors of Ciena Corporation, and he previously served on the board of directors of Time Warner Telecom. In addition to fifteen years of experience in serving on public company boards as an independent director, Mr. Claflin has more than thirty years of executive and senior management experience at 3Com Corporation, Digital Equipment Corporation and International Business Machines Corporation (IBM).

"We are very pleased that Bruce Claflin has joined our Board," said Jonathan W. Ayers, the Company's Chairman of the Board and Chief Executive Officer. "Bruce's extensive experience in serving on public company boards, as well as in executive and senior management roles in large, global businesses, including in sales, marketing, R&D, and operations, will be of great value to the Board and the Company as we continue to strengthen and grow our business globally."

"It's a very exciting time to be joining the IDEXX Board," said Mr. Claflin. "The Company's recent transition to an all-direct sales strategy in the U.S. for its Companion Animal Group business, significant new product introductions, such as SDMA, and the innovation pipeline offer strong growth opportunities for the Company. I look forward to working closely with my fellow Board members and the management team to build long-term value for our shareholders."

Mr. Claflin served as President and Chief Executive Officer of 3Com from January 2001 until his retirement in 2006. He joined 3Com as President and Chief Operating Officer in August 1998. Prior to 3Com, Mr. Claflin worked at Digital Equipment Corporation as Executive Vice President, Sales and Marketing and as Vice President and General Manager of the PC Business Unit. Mr. Claflin also worked at IBM for 22 years, where he held various senior management positions in sales, marketing, research and development and manufacturing. He is also founder and President of Kids First!, a U.S. Virgin Islands non-profit corporation. Mr. Claflin holds a Bachelor of Arts in Political Science from Pennsylvania State University.

About IDEXX Laboratories

IDEXX Laboratories, Inc. is a leader in pet healthcare innovation, serving practicing veterinarians around the world with a broad range of diagnostic and information technology-based products and services. IDEXX products enhance the ability of veterinarians to provide advanced medical care, improve staff efficiency and to build more economically successful practices. IDEXX is also a worldwide leader in providing livestock and poultry diagnostic tests and tests for the quality and safety of water and milk. Headquartered in Maine, IDEXX Laboratories employs more than 6,000 people and offers products to customers in more than 175 countries.

Note Regarding Forward-Looking Statements

This news release contains or may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as "expects," "may," "anticipates," "intends," "would," "will," "plans," "believes," "estimates," "should," and similar words and expressions. These forward-looking statements are based on management's current expectations and beliefs, as well as a number of assumptions concerning future events. These statements are subject to risks, uncertainties, assumptions and other important factors. Readers are cautioned not to put undue reliance on such forward-looking statements because actual results may vary materially from those expressed or implied. The reports filed by the Company pursuant to United States securities laws contain discussions of these risks and uncertainties. The Company assumes no obligation to, and expressly disclaims any obligation to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are advised to review the Company's filings with the United States Securities and Exchange Commission (which are available from the SEC's EDGAR database at www.sec.gov, at various SEC reference facilities in the United States and via the Company's website at www.idexx.com).

Contact: Ed Garber, Director, Investor Relations, (207) 556-8155

Logo - http://photos.prnewswire.com/prnh/20110602/NE13041LOGO



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