form8k20110505.htm


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): May 4, 2011

IDEXX LABORATORIES, INC.
(Exact name of registrant as specified in its charter)

Delaware
000-19271
01-0393723
(State or other jurisdiction
(Commission File Number)
(IRS Employer Identification No.)
of incorporation)
    


One IDEXX Drive, Westbrook, Maine
04092
(Address of principal executive offices)
(ZIP Code)

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):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 
 


Item 5.07
Submission of Matters to a Vote of Security Holders.


(a)
The Annual Meeting of Stockholders (the “Annual Meeting”) of IDEXX Laboratories, Inc. (the “Company”) was held on May 4, 2011.


(b)
The Company’s stockholders elected each of the Company’s two nominees for Class II director; approved the nonbinding advisory resolution on the Company’s executive compensation programs; approved, by nonbinding advisory vote, holding future advisory votes once every year; and ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2011 fiscal year.
 
 
Proposal 1:
Election of Directors

Nominees
  
Votes For
  
Votes Withheld
  
Broker Nonvotes
Thomas Craig
  
47,314,058
  
414,710
  
0
Rebecca M. Henderson, PhD
  
47,600,030
  
128,738
  
0


Proposal 2:
Advisory Vote on Executive Compensation

For
44,017,531
Against
1,144,812
Abstain
2,566,425
Broker Nonvotes
6,347,968


Proposal 3:
Advisory Vote on the Frequency of Advisory Vote on Executive Compensation

One Year
42,273,177
Two Years
275,226
Three Years
2,684,878
Abstain
2,536,985
Broker Nonvotes
6,306,470


Proposal 4:
Ratification of Appointment of Independent Registered Public Accounting Firm

For
53,794,082
Against
193,561
Abstain
47,594
Broker Nonvotes
41,499


(d)
With respect to Proposal 3 above, the option to hold future advisory votes once every year received a majority of the votes cast at the Annual Meeting.  Based on this result, the Company’s Board of Directors intends to hold an advisory vote on the Company’s executive compensation programs once every year until the next required vote on the frequency of stockholder votes on the compensation of executives, which will occur no later than our 2017 Annual Meeting.

 
 
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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: May 5, 2011
By:
/s/ Conan R. Deady
   
Conan R. Deady
   
Corporate Vice President, General Counsel
   
and Secretary


 
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