Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Election of New Director. On October 19, 2016, the board of directors (the
"Board") of IDEXX Laboratories, Inc. (the "Company") elected Lawrence D.
Kingsley as an independent Class II Director and a member of its Compensation
and Finance Committees effective that date. To accommodate Mr. Kingsley's
election as a Class II Director, the Board increased the number of Directors
constituting the Board from nine to ten and the number of Class II Directors
from three to four. It is expected that Mr. Kingsley will stand for election by
stockholders as a Class II Director at the 2017 annual meeting of stockholders,
with a three-year term expiring in 2020.
Mr. Kingsley will receive the same compensation as is paid to the Company's
other nonemployee Directors 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 24, 2016, which description is
incorporated herein by reference. The cash fee to be paid to Mr. Kingsley in the
fourth quarter of 2016 will be prorated to reflect the effective date of his
election to the Board on October 19, 2016. Annual deferred stock unit and stock
option grants were made to Directors on May 4, 2016, the date of the 2016 Annual
Meeting. Since Mr. Kingsley was not serving as a Director at that time, such
grants will be made to him on December 1, 2016, and the award values will be
prorated to reflect the portion of the year during which he will serve on the
Board, specifically from the effective date of his election on October 19, 2016
until the Company's 2017 annual meeting of stockholders.
On October 19, 2016, the Company issued a press release regarding Mr. Kingsley'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.
The following exhibit relating to Item 5.02 shall be deemed to be furnished, and
99.1 Press Release dated October 19, 2016.
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