8-K
IDEXX LABORATORIES INC /DE (IDXX)
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): October 6, 2025
IDEXX
LABORATORIES, INC.
(Exactname 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'stelephone number, including area code)
Not
Applicable
(Formername 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<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock, $0.10 par value per share | IDXX | NASDAQ<br> Global Select Market |
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 orCertain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Election of New Director. Effective October 6, 2025, the board of directors (the “Board”) of IDEXX Laboratories, Inc. (the “Company”) elected Karen Peacock as an independent Class I Director and appointed her as a member of its Compensation and Talent Committee and Finance Committee. To effect Ms. Peacock’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 Ms. Peacock will stand for election by stockholders as a Class I Director at the Company’s 2027 annual meeting of stockholders.
There are no related person transactions (or proposed related person transactions) with respect to Ms. Peacock 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.
Ms. Peacock 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 28, 2025, which description is incorporated herein by reference. The cash fee to be paid to Ms. Peacock in the fourth quarter of 2025 will be prorated to reflect the effective date of her election to the Board. Annual deferred stock unit or restricted stock unit and stock option grants were made to non-employee Directors on May 7, 2025, the date of the Company’s 2025 annual meeting of stockholders. Since Ms. Peacock was not serving as a Director at that time, such grants will be made to her on December 1, 2025, and the award values will be prorated to reflect the portion of the year during which she will serve on the Board, specifically from October 6, 2025 until the Company’s 2026 annual meeting of stockholders. In addition, Ms. Peacock will be eligible to defer all or any portion of her cash fees and the entire amount of each restricted stock unit grant pursuant to the terms of the Company’s Director Deferred Compensation Plan.
On October 7, 2025, the Company issued a press release regarding Ms. Peacock’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.
| 99.1 | Press Release entitled “IDEXX Laboratories Elects Karen Peacock to Board of Directors” dated<br>October 7, 2025. |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document) |
| --- | --- |
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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: October 7, 2025 | By: | /s/ Sharon E. Underberg |
| Sharon E. Underberg | ||
| Executive Vice President, General Counsel and Corporate Secretary |
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Exhibit 99.1
IDEXX Laboratories Elects Karen Peacock toBoard of Directors
WESTBROOK, Maine, October 7, 2025 – IDEXX Laboratories, Inc. (NASDAQ: IDXX), a global leader in pet healthcare innovation, today announced the election of Karen Peacock to the Company’s Board of Directors, effective October 6, 2025.
“We are extremely pleased to welcome Karen to the IDEXX Board of Directors,” said Lawrence D. Kingsley, the Company’s Independent Non-Executive Board Chair. “Karen is a highly accomplished executive with deep B2B, SaaS software and AI experience gained through building and running software and technology companies at various lifecycle stages. We are confident that her extensive professional experience and skills will complement those of our other Board members and contribute to our Board’s overall effectiveness.”
“IDEXX is leading the way in building advanced diagnostics, software and AI to advance pet healthcare and improve efficiency for veterinary practices, in partnership with our customers,” said Ms. Peacock. “I’m excited to join such an innovative company and to work with my fellow directors and the leadership team to continue to deliver on our Purpose.”
Ms. Peacock is the former Chief Executive Officer of Intercom, Inc., a customer service platform and leader in AI. Prior to Intercom, Ms. Peacock spent approximately 14 years at Intuit Inc., a global SaaS software and financial technology company, where she held senior management positions of increasing responsibility, including as Senior Vice President of Intuit’s Small Business division. She currently serves on the board of directors of Dropbox, a leading global collaboration platform, where she is the lead independent director. Ms. Peacock received her bachelor’s degree from Harvard University and her MBA from the Stanford Graduate School of Business.
About IDEXX Laboratories
IDEXX Laboratories, Inc., is a global leader in pet healthcare innovation. Our diagnostic and software products and services create clarity in the complex, constantly evolving world of veterinary medicine. We support longer, fuller lives for pets by delivering insights and solutions that help the veterinary community around the world make confident decisions—to advance medical care, improve efficiency, and build thriving practices. Our innovations also help ensure the safety of milk and water across the world and maintain the health and well-being of people and livestock. IDEXX Laboratories, Inc. is a member of the S&P 500^®^ Index. Headquartered in Maine, IDEXX employs approximately 11,000 people and offers solutions and products to customers in more than 175 countries and territories. 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 expectations 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. 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 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 sec.gov and via IDEXX’s website at idexx.com).
Contact
Media Relations
media@idexx.com
Investor Relations
investorrelations@idexx.com