SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 14, 2018
IDEXX LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of incorporation)||(Commission File Number)||(IRS Employer Identification No.)|
|One IDEXX Drive, Westbrook, Maine||04092|
|(Address of principal executive offices)||(ZIP Code)|
(Registrant’s telephone number, including area code)
(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 5.02||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.|
On February 14, 2018, Mr. William T. End, a Class I Director, provided IDEXX Laboratories, Inc. (the “Company” or “IDEXX”) notice of his intention to retire from the Board of Directors (the “Board”) immediately following the expiration of his term on the date of the Company’s 2018 annual meeting of stockholders to be held on May 9, 2018. Mr. End’s decision to retire from the Board does not arise from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
The Company thanks Mr. End for his outstanding service, commitment and leadership during his tenure as a member of the IDEXX Board since 2000, a period during which the Company experienced significant successes and strong growth and created long-term value for our stockholders.
In accordance with the Company’s amended and restated by-laws, the Board reduced the size of the Board to eight members and the size of Class I to two, effective upon Mr. End’s retirement from the Board.
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: February 20, 2018||By:||/s/ Jacqueline L. Studer|
|Jacqueline L. Studer|
|Corporate Vice President, General Counsel and Secretary|