UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported):
IDEXX LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
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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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