--- schema_version: "secwatch.filing_event.v1" accession: "0000874716-26-000110" form_type: "8-K" ticker: "IDXX" cik: "0000874716" company_name: "IDEXX LABORATORIES INC /DE" filed_at: "2026-05-15T20:00:10+00:00" generated_at: "2026-05-15T20:01:33.413397+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.45 calibrated_materiality_score: 0.45 confidence: "high" source: SEC EDGAR --- # IDEXX shareholders approve board declassification and 25% special meeting right ## Summary - Board declassification approved; all directors to be elected annually starting at 2029 annual meeting. - Shareholders owning 25% of stock continuously for at least 1 year can now call a special meeting. - Bylaws amended effective May 13, 2026; certificate of amendment filed with Delaware. - All three Class II director nominees elected: Junius, Kingsley, Vandebroek with >60M votes each. - Shareholder proposal for special meeting right failed with 28M for vs 40M against. ## SEC filing metadata - accession: 0000874716-26-000110 - form_type: 8-K - ticker: IDXX - cik: 0000874716 - company_name: IDEXX LABORATORIES INC /DE - filed_at: 2026-05-15T20:00:10+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.45 - calibrated_materiality_score: 0.45 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/874716/000087471626000110/0000874716-26-000110-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/874716/000087471626000110/idxx-20260512.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000874716-26-000110 - JSON: https://secwatch.observer/filing/0000874716-26-000110.json - Plain text: https://secwatch.observer/filing/0000874716-26-000110.txt ## Key facts - Governance Changes IDEXX LABORATORIES INC /DE: Approved amendments to Certificate of Incorporation to declassify the Board over three years and provide for annual election of all directors starting at 2029 annual meeting, and to allow shareholders owning at least 25% of capital stock continuously for one year to call a special meeting (effective 2026-05-13). - Change: charter amendment - Effective: 2026-05-13 source text: A Certificate of Amendment reflecting the Approved Amendments was filed with the Secretary of State of the State of Delaware and became effective on May 13, 2026. evidence_url: https://www.sec.gov/Archives/edgar/data/874716/000087471626000110/0000874716-26-000110-index.htm - Governance Changes IDEXX LABORATORIES INC /DE: Amended and restated By-Laws effective upon filing of Certificate of Amendment to incorporate declassification of the Board, procedures for special meetings, and other technical changes (effective 2026-05-13). - Change: bylaw amendment - Effective: 2026-05-13 source text: On May 13, 2026, pursuant to the Board’s prior approval of certain amendments to our By-Laws, the effectiveness of which were conditioned upon and subject to the filing of a Certificate of Amendment reflecting the Approved Amendments with the Secretary of State of the State of Delaware, the Corporation’s By-Laws were amended and restated effective upon the filing of the aforementioned Certificate of Amendment (the “Amended and Restated By-Laws”). evidence_url: https://www.sec.gov/Archives/edgar/data/874716/000087471626000110/0000874716-26-000110-index.htm - Shareholder Votes IDEXX LABORATORIES INC /DE shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered accounting firm at the 2026-05-12 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-05-12 source text: Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm. For 67,630,771 Against 5,285,163 Abstain 35,576 Broker Non-Votes N/A evidence_url: https://www.sec.gov/Archives/edgar/data/874716/000087471626000110/0000874716-26-000110-index.htm - Shareholder Votes IDEXX LABORATORIES INC /DE shareholders approved Amendment to Certificate of Incorporation to declassify the Board at the 2026-05-12 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2026-05-12 source text: Proposal Four: Amendment to Certificate of Incorporation to Declassify the Board. For 68,306,553 Against 61,880 Abstain 58,378 Broker Non-Votes 4,524,699 evidence_url: https://www.sec.gov/Archives/edgar/data/874716/000087471626000110/0000874716-26-000110-index.htm - Shareholder Votes IDEXX LABORATORIES INC /DE shareholders approved Election of Daniel M. Junius, Lawrence D. Kingsley and Sophie V. Vandebroek, PhD as Class II directors at the 2026-05-12 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-05-12 source text: Proposal One: Election of Directors. Daniel M. Junius 64,788,207 3,589,314 49,290 4,524,699 Lawrence D. Kingsley 62,912,441 5,466,952 47,418 4,524,699 Sophie V. Vandebroek, PhD 60,951,897 7,383,566 91,348 4,524,699 evidence_url: https://www.sec.gov/Archives/edgar/data/874716/000087471626000110/0000874716-26-000110-index.htm - Shareholder Votes IDEXX LABORATORIES INC /DE shareholders approved Advisory vote to approve executive compensation at the 2026-05-12 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2026-05-12 source text: Proposal Three: Advisory Vote to Approve Executive Compensation. For 64,399,156 Against 3,954,026 Abstain 73,629 Broker Non-Votes 4,524,699 evidence_url: https://www.sec.gov/Archives/edgar/data/874716/000087471626000110/0000874716-26-000110-index.htm - Shareholder Votes IDEXX LABORATORIES INC /DE shareholders approved Amendment to Certificate of Incorporation to provide shareholders owning 25% of shares continuously for at least one year the right to have the Corporation call a special meeting at the 2026-05-12 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2026-05-12 source text: Proposal Five: Amendment to Certificate of Incorporation to Provide Shareholders Owning 25% of the Shares of our Capital Stock the Right to Have IDEXX Call a Special Meeting. For 63,934,239 Against 690,137 Abstain 3,802,435 Broker Non-Votes 4,524,699 evidence_url: https://www.sec.gov/Archives/edgar/data/874716/000087471626000110/0000874716-26-000110-index.htm - Shareholder Votes IDEXX LABORATORIES INC /DE shareholders rejected Shareholder proposal to give shareholders the ability to call for a special shareholder meeting at the 2026-05-12 meeting. - Outcome: failed - Meeting: 2026-05-12 source text: Proposal Six: Shareholder Proposal to Give Shareholders the Ability to Call for a Special Shareholder Meeting. For 28,179,566 Against 40,019,951 Abstain 227,294 Broker Non-Votes 4,524,699 evidence_url: https://www.sec.gov/Archives/edgar/data/874716/000087471626000110/0000874716-26-000110-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.