8-K – 2025-10-07 – tm2528124d1_8k.htm

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IDEXX LABORATORIES INC /DE
0000874716

0000874716

2025-10-06
2025-10-06

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iso4217:USD

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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.

(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))

 

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
Stock, $0.10 par value per share
 
IDXX
 
NASDAQ
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 or
Certain 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
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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