8-K: Current report
Published on March 4, 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): March 3, 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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Effective
March 3, 2010, the Board of Directors adopted a Policy on Recovery of Incentive
Compensation in Event of Certain Financial Restatements (the “Policy”), also
known as a “clawback policy”, that applies to annual performance-based cash
incentive compensation granted to executive officers on or after March 3,
2010. “Incentive compensation” means bonuses and other cash incentive
payouts, whether paid or unpaid, vested or unvested, and “executive officers”
are all officers subject to reporting under Section 16 of the Securities
Exchange Act of 1934.
Under the
Policy, if the Company is required to restate its financial results for any of
the three most recent fiscal years completed after March 3, 2010, other than a
restatement due to changes in accounting principles or applicable law, and the
Board of Directors or the Compensation Committee of the Board of Directors
determines that an executive has received more performance-based cash incentive
compensation for the relevant fiscal year than would have been paid had the
incentive compensation been based on the restated financial results, the Board
or Compensation Committee will take such action in its discretion that it
determines appropriate to recover the cash incentive compensation that would not
have been paid or awarded to the executive.
The Policy only applies to an executive
if the Board or Compensation Committee determines that the executive has engaged
in fraud or willful misconduct that caused or partially caused the
restatement. The Board or Compensation Committee has the sole
discretion to determine whether an executive has engaged in such
conduct.
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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 4, 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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