8-K

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): November 11, 2020

IDEXX LABORATORIES, INC.

(Exact name of registrant as specified in its charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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

Election of New Director. Effective November 11, 2020, the board of directors (the “Board”) of IDEXX Laboratories, Inc. (the “Company”) elected Dr. Asha S. Collins as an independent Class I Director and appointed her as a member of its Nominating and Governance Committee. To effect Dr. Collins’s election as a Class I Director, the Board increased the number of Directors constituting the Board from ten to eleven and the number of Class I Directors from three to four. It is expected that Dr. Collins will stand for election by stockholders as a Class I Director at the Company’s 2021 annual meeting of stockholders.

There are no related person transactions (or proposed related person transactions) with respect to Dr. Collins reportable under Item 5.02(d) of Form 8-K and Item 404(a) of Regulation S-K since the beginning of the Company’s last fiscal year.

Dr. Collins will receive the same compensation as is paid to the Company’s other non-employee Directors, as described in the section entitled “Corporate Governance – Non-Employee Director Compensation” in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 26, 2020, which description is incorporated herein by reference. The cash fee to be paid to Dr. Collins in the fourth quarter of 2020 will be prorated to reflect the effective date of her election to the Board on November 11, 2020. Annual deferred stock unit and stock option grants were made to non-employee Directors on May 6, 2020, the date of the Company’s 2020 annual meeting of stockholders. Since Dr. Collins was not serving as a Director at that time, such grants will be made to her on December 1, 2020, and the award values will be prorated to reflect the portion of the year during which she will serve on the Board, specifically from November 11, 2020 until the Company’s 2021 annual meeting of stockholders.

.

On November 12, 2020, the Company issued a press release regarding Dr. Collins’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

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.

Exhibit 99.1

IDEXX Laboratories Elects Dr. Asha S. Collins to Board of Directors

WESTBROOK, Maine, Nov. 12, 2020 /PRNewswire/ -- IDEXX Laboratories, Inc. (NASDAQ: IDXX), a global leader in veterinary diagnostics, veterinary practice software and water microbiology testing, announced today the election of Dr. Asha S. Collins, Head of U.S. Clinical Operations of Genentech, a biotechnology company and member of the Roche Group, to the Company's Board of Directors, effective November 11, 2020.

"We are pleased to welcome Asha to the IDEXX Board of Directors," said Larry Kingsley, the Company's Board Chair. "Asha is a proven entrepreneur, innovator and values-based leader in the healthcare field, and we are confident she will bring a deep scientific understanding, as well as valuable strategic, operational and management experience at life science and healthcare companies, to our Board."

"I am excited to join the board of a purpose-driven company that leads through innovation to enhance the health and well-being of pets, people and livestock," said Dr. Collins. "I look forward to working closely with my fellow directors and the IDEXX leadership team to deliver on our purpose while creating long-term value for our stakeholders."

Dr. Collins has served as the Head of U.S. Clinical Operations at Genentech since May 2018. Prior to joining Genentech, Dr. Collins held several senior leadership positions at McKesson Corporation between September 2014 and March 2018, including Vice President of Clinical Sourcing and Business Development from November 2015 to March 2018 and Senior Director, Corporate Strategy and Business Development from September 2014 to November 2015. She was previously Principal Consultant at Quintiles from 2011 to 2014 and Manager at Deloitte Consulting from 2008 to 2011. In July 2019, Dr. Collins was selected as a Health Innovators Fellow by The Aspen Institute. Dr. Collins received her Bachelor of Science degree from the University of Pittsburgh and her PhD in Cancer Biology and Microbiology from the University of Wisconsin-Madison.

About IDEXX LaboratoriesIDEXX Laboratories, Inc. is a member of the S&P 500^®^ Index and 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 build more economically successful practices. IDEXX is also a worldwide leader in providing diagnostic tests and information for livestock and poultry and tests for the quality and safety of water and milk and point-of-care and laboratory diagnostics for human medicine. Headquartered in Maine, IDEXX employs more than 9,000 people and offers products to customers in over 175 countries. For more information about IDEXX, visit: www.idexx.com.

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," "project," and similar words and expressions. These forward-looking statements are intended to provide our current expectation or forecasts of future events; are based on current estimates, projections, beliefs, and assumptions; and are not guarantees of future performance. Actual events or results may differ materially from those described in the forward-looking statements, as well as a number of assumptions concerning future events. These statements are subjectto 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 IDEXX pursuant to United States securities laws contain discussions of some of these risks and uncertainties. IDEXX 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 IDEXX's filings with the United States Securities and Exchange Commission (which are available from the SEC's EDGAR database at www.sec.gov and via IDEXX's website at www.idexx.com*).*

Contact:

Investor Relations

John Ravis

1-207-556-8155

investorrelations@idexx.com