8-K: Current report
Published on March 2, 2010
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): February 24, 2010
IDEXX
LABORATORIES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-19271
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01-0393723
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer Identification No.)
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of
incorporation)
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One
IDEXX Drive, Westbrook, Maine
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04092
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(Address
of principal executive offices)
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(ZIP
Code)
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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. to Form 8-K):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
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Certain
Officers; Compensatory Arrangements of Certain
Officers.
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Appointment of
New Director. The board of directors of IDEXX Laboratories,
Inc. (the “Company”) elected Joseph V. Vumbacco as a director on February 24,
2010. Mr. Vumbacco’s election fills a vacancy in Class III, the term
for which ends at the upcoming 2010 annual meeting of stockholders (the “Annual
Meeting”). In connection with the election of Mr. Vumbacco, the board
of directors reduced the size of Class II from three to two directors and
increased the size of Class III from two to three directors. At the Annual
Meeting, Mr. Vumbacco will be considered for election by stockholders as a Class
III director with a three-year term expiring in 2013. The board of
directors has not yet determined on which committees Mr. Vumbacco will
serve.
Mr.
Vumbacco will receive the same compensation as is paid to other nonemployee
directors of the Company as described in the Company’s Proxy Statement filed
with the Securities and Exchange Commission on March 25, 2009, which description
is incorporated by reference herein, except for the following changes, which
were approved by the board of directors on February 10, 2010:
Cash
Compensation. Effective April 1, 2010, the Company will pay a
cash fee to each of the Company’s nonemployee directors at an annual rate of
$50,000, which is an increase of $5,000 over the annual rate of the fee paid to
nonemployee directors in 2009 and during the first quarter of
2010. The cash fee to be paid to Mr. Vumbacco for the first quarter
of 2010 will be prorated to reflect his election on February 24,
2010.
Equity
Compensation. The annual grant of deferred stock units
(“DSUs”) (or restricted stock units if the director meets the stock ownership
guidelines and elects restricted stock units in lieu of receiving DSUs) granted
to each of our nonemployee directors under the Company’s 2009 Stock Incentive
Plan (“2009 Plan”) changed from a value of approximately $45,000 in 2009 to a
value of approximately $27,500 (calculated by rounding to the nearest share on
the date of deferral) in 2010. The Black-Scholes value of the annual
grant of nonqualified stock options to purchase shares of common stock granted
to each of our nonemployee directors under the 2009 Plan changed from $45,000 in
2009 to $82,500 in 2010. Annual DSU and stock option grants were made to
directors on February 14, 2010. DSUs and stock options will be
granted to Mr. Vumbacco on June 1, 2010 and the award values will be prorated to
reflect his election on February 24, 2010.
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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.
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IDEXX
LABORATORIES, INC.
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Date:
March 2, 2010
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By:
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/s/
Conan R. Deady
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Conan
R. Deady
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Corporate
Vice President, General Counsel
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and
Secretary
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