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IDEXX LABORATORIES INC DE

For the period ended Dec 31, 2023. Filed Mar 27, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2023 · Filed Mar 27, 2024

IDXX$676.04+0.8%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

þFiled by the Registrant¨Filed by a Party other than the Registrant
CHECK THE APPROPRIATE BOX:
¨Preliminary Proxy Statement
¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þDefinitive Proxy Statement
¨Definitive Additional Materials
¨Soliciting Material Pursuant to §240.14a-12

IDEXX Laboratories, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
þNo fee required.
¨Fee paid previously with preliminary materials.
¨Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

To Our Colleagues, Shareholders and Other Stakeholders,

2023 marked IDEXX’s 40th anniversary. We started as a small company with five employees, a modest office on the working waterfront in Portland, Maine and a goal to make a meaningful impact on the lives of animals and the people who care about them. Today, IDEXX is an S&P 500 company with over $3.5 billion in annual revenue, approximately 11,000 employees and customers in 175 countries and territories. We are deeply proud to be a Purpose-driven company with innovation at the center of everything we do.

During the past year we achieved excellent financial results, strong business growth and the advancement of key strategic priorities that position us well to continue to create long-term value for our stakeholders and address the attractive opportunities ahead of us to continue to innovate and support better patient care and outcomes.

2023 Financial Performance and Business Execution

For 2023 we achieved 9% reported and organic revenue growth, including reported and organic Companion Animal Group (CAG) Diagnostics recurring revenue growth of 10% and 10.5%, respectively.1 Our strong revenue growth and operating margin improvement resulted in diluted earnings per share (EPS) of $10.06, representing 25% reported growth and 29% comparable EPS growth,2 including a combined 12% benefit from a customer contract resolution payment and the lapping of discrete 2022 research and development investments.

Our excellent 2023 financial results were driven by focused and strong business execution. Selected 2023 highlights include:

+Achieving a record ~19,000 premium instrument placements, including record new and competitive Catalyst® chemistry analyzer placement levels in the United States and a 13% expansion of our international premium installed base.

+Delivering double-digit installed base growthfor our cloud-based practice management systems, which represented over 90% of our practice management system placements in 2023.

+Realizing CAG product availability of 99+% andreference lab on-time results delivery of 98+%.

+Achievingsix new product, service and software solution enhancements.

+Sustaining customer retention rates in the 97% to 99% range for the United States and similarly high levels globally within our CAG Diagnostics business.

Achievement of Key Strategic Goals in 2023

In addition, we achieved key strategic goals in 2023 that position us for continued future growth. Selected 2023 highlights include:

+Advancement of Our Innovation Agenda – We built on our 40-year history of innovation by successfully advancing the development of several new products that have launched or are scheduled to launch, including:

IDEXX inVue Dx™ Cellular Analyzer – This point-of-care platform, expected to ship in the fourth quarter of 2024, was developed consistent with our Technology for Life approach, with a near-term menu that will address highly relevant, high-volume established categories and allows for continued menu expansion over time.

Fecal Dx® Antigen Testing Platform — We expanded this platform with theaddition of Cystoisospora, a common intestinal parasite that typically impacts young dogs and cats, representing the second expansion in as many years, with launch of this expansion planned for March 2024 in North America and the third quarter of 2024 globally.

IDEXX 2024 PROXY STATEMENTi

IDEXX Cystatin B Test — We launched this test in North America in December 2023, adding kidney injury detection to themost comprehensive menu for kidney health in the industry.

Vello™ Software – Thispet owner engagement software solution, set to launch in March 2024 in the United States and the second quarter of 2024 in Canada, will enable veterinary practices using ezyVet®, IDEXX Neo® and Cornerstone® practice management systems to communicate and coordinate digitally with pet owners in a single, integrated system.

+Enhancement of Our Commercial Capabilities – Building on recent international expansions, we completed a commercial expansion in the United States to further support our high-touch commercial engagement strategy.

+Talent Engagement and Building a More Diverse and Inclusive Organization – We reduced the voluntary attrition rate of all employees, maintained high engagement levels of staff across the globe and achieved best-in-class employee net promoter scores. At the same time, we increased the percentage of women in senior leadership roles 3 and individuals belonging to underrepresented groups 4 in the U.S. in people leadership roles.

+Corporate Responsibility Advancements – In our 2022 Corporate Responsibility Report, published in July 2023, we disclosed our strategy to achieve our goals to source 100% renewable electricity and reduce our Scope 1 and 2 greenhouse gas emissions by 37.8% by 2030.5 We made significant progress toward procuring a virtual power purchase agreement to add new, clean electricity to the energy grid, which IDEXX signed in January 2024, and are on track to meet these sustainability goals.

Our strong 2023 performance required coordinated, focused execution, and our employees around the world rose to the challenge. We are extremely grateful for and appreciative of their outstanding work and commitment to our Purpose.

Looking Ahead

As we focus on 2024 and the future, we aim to continue successfully executing against our strategy for long-term growth, which will help us to better serve and realize theestimated $45 billion total global addressable companion animal diagnostics revenue opportunity, while pursuing our mission to provide a better future for animals, people and our planet.

Thank you for your continued support of IDEXX. We look forward to joining our shareholders on May 6th at our annual meeting.

Sincerely,

Jonathan J. MazelskyPresident and Chief Executive OfficerLawrence D. KingsleyIndependent Non-Executive Board Chair
  1. Information regarding organic revenue growth, which is a non-GAAP (generally accepted accounting principles in the United States) financial measure, and its reconciliation to reported revenue growth, is provided in Appendix A.

  2. Information regarding comparable EPS growth, which is a non-GAAP financial measure, and its reconciliation to reported EPS growth, is provided in Appendix A.

  3. Global senior leaders are employees in compensation grades considered director or above.

  4. Based on voluntary self-identification by our U.S. employees. The term “underrepresented group” is defined as African American/Black, Asian, Hispanic/Latinx, American Indian, Alaska Native, Native Hawaiian/Other Pacific Islander, and two or more races, as well as other underrepresented and/or vulnerable groups.

  5. Emissions target is based on 2021 data as baseline. Target aligned with United Nations Paris Agreement’s goal of limiting warming to 1.5°C.

iiIDEXX 2024 PROXY STATEMENT

Notice of 2024 Annual Meeting

of Shareholders

NOTICE IS HEREBY GIVEN of the 2024 annual meeting of shareholders (2024 Annual Meeting) of IDEXX Laboratories, Inc. We will first make available to our shareholders this Proxy Statement and the form of proxy relating to the 2024 Annual Meeting, as well as our 2023 Annual Report on Form 10‑K filed with the SEC on February 22, 2024, on or about March 27, 2024. The 2024 Annual Meeting will be held:

Date and TimeMonday, May 6, 2024, 4:30 p.m., Eastern TimeLocationVirtual meeting online via audio webcast at www.virtualshareholdermeeting.com/IDXX2024Record DateThe Company’s Board of Directors has fixed the close of business on March 8, 2024 as the record date for the determination of shareholders entitled to notice of and to vote at the 2024 Annual Meeting.

Shareholder Voting Matters Summary

ProposalBoard Vote Recommendation
1Election of DirectorsFOR each nominee
2Ratification of Appointment of Independent Registered Public Accounting FirmFOR
3Advisory Vote to Approve Executive CompensationFOR
4Shareholder Proposal Regarding Simple Majority VoteNONE

Virtual Meeting Admission

Shareholders of record as of March 8, 2024, will be able to participate in the 2024 Annual Meeting by visitingwww.virtualshareholdermeeting.com/IDXX2024. To participate in the 2024 Annual Meeting, shareholders of record will need the control number included on their Notice of Internet Availability of the proxy materials, on their proxy card or on the instructions that accompanied their proxy materials. The annual meeting will begin promptly at 4:30 p.m., Eastern Time. Online check-in will begin at 4:00 p.m., Eastern Time, and you should allow ample time for the online check-in procedures.

IDEXX 2024 PROXY STATEMENTiii

In the event of a technical malfunction or other situation that the chair of the 2024 Annual Meeting determines may affect the ability of the 2024 Annual Meeting to satisfy the requirements for a meeting of shareholders to be held by means of remote communication under applicable Delaware corporate law, or that otherwise makes it advisable to adjourn the 2024 Annual Meeting, the chair or secretary of the 2024 Annual Meeting will convene the meeting at 4:30 p.m., Eastern Time on the date specified above at One IDEXX Drive, Westbrook, Maine 04092 solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the chair of the 2024 Annual Meeting. Under the foregoing circumstances, we will post information regarding the announcement on the Investor Relations section of our website (www.idexx.com).

Pre-Meeting Forum

The online format for our 2024 Annual Meeting also allows us to communicate more effectively with you through our online pre-meeting forum, which can be accessed atwww.proxyvote.com. At this online pre-meeting forum, you can submit questions in advance of our 2024 Annual Meeting, vote, view the Rules of Conduct and Procedures relating to the 2024 Annual Meeting and access copies of proxy materials and our annual report.

By order of the Board of Directors,

Sharon E. Underberg

Executive Vice President,

General Counsel and Corporate Secretary

Westbrook, Maine

ivIDEXX 2024 PROXY STATEMENT

Table of Contents

Page
Joint Letter from our CEO and Board Chairi
Notice of 2024 Annual Meeting of Shareholdersiii
Proxy Summary1
Voting Roadmap1
2023 Financial Performance Highlights6
Generating Long-Term Value7
Key Business Highlights9
Our Executive Compensation Program14
Corporate Responsibility15
Proposal One - Election of Directors18
Director Nominees and Board Biographies19
Diversity and Our Board30
Board Refreshment and Succession Planning31
Director Nomination Process32
Director Nominee Criteria, Diversity and Qualifications33
Shareholder Recommendation and Nomination of Directors33
Majority Voting and Director Resignation34
Corporate Governance35
Our Corporate Governance Framework35
Notable Corporate Governance Highlights35
Board of Directors and Its Oversight of IDEXX37
Board Meetings and Attendance37
Director Overboarding Policy37
New Director Orientation and Onboarding38
Director Education38
Director Independence38
Board Leadership Structure39
Independent Non-Executive Board Chair40
Annual Board Self-Assessment41
Board’s Oversight of Our Strategy42
Board’s Role in Risk Management Oversight43
Board’s Oversight of Cybersecurity Risk Management44
Board’s Oversight of Legal and Ethical Conduct45
Board's Oversight of Corporate Responsibility and Environmental, Social and Governance Matters45
Talent Management and Executive Succession Planning46
Diversity, Equity and Inclusion47
Board Committees48
Compensation and Talent Committee Interlocks and Insider Participation52
Related Person Transactions52
Corporate Governance Guidelines and Code of Ethics53
Anti-Hedging and Short Sale and Anti-Pledging Policies53
Shareholder Communication and Engagement54
Virtual Shareholder Meeting55
Non-Employee Director Compensation56
2023 Non-Employee Director Compensation Table60
Stock Ownership Information61
Stock Ownership of Directors and Officers61
Director and Officer Stock Ownership Guidelines63
Stock Ownership of Certain Beneficial Owners64
Delinquent Section 16(a) Reports64
Proposal Two - Ratification of Appointment of Independent Registered Public Accounting Firm65
Audit Committee Matters66
Audit Committee Report66
Independent Auditors’ Fees68
Independent Auditor Fee Approval Policy68
Proposal Three - Advisory Vote to Approve Executive Compensation70
Executive Compensation71
Executive Officers71
Compensation Discussion and Analysis74
Executive Summary75
Key Compensation Practices and Policies80
How We Determine Compensation82
Compensation Benchmarking and Peer Group84
How We Paid Our NEOs in 202386
How We Manage Risk and Governance94
Compensation and Talent Committee Report96
Executive Compensation Tables97
Pay Versus Performance104
CEO Pay Ratio109
Equity Compensation Plan Information110
Stock Incentive Plans110
Executive Compensation Recovery Policy (Clawback Policy)112
Potential Payments Upon Termination or Change in Control112
Proposal Four - Shareholder Proposal Regarding Simple Majority Vote119
Statement of the Board of Directors in Response to the Shareholder Proposal120
General Information About the 2024 Annual Meeting and Voting121
This Proxy Statement and How Proxies Work121
Who Can Vote121
Notice of Internet Availability (Notice and Access)121
How to Vote122
Revoking a Proxy122
Quorum123
Votes Needed123
Broker Non-Votes123
Conduct of the 2024 Annual Meeting123
Pre-Meeting Forum and Submitting Questions124
Virtual 2024 Annual Meeting124
Voting on Other Matters124
Solicitation of Proxies125
Householding of Annual Meeting Materials125
Requirements for Submission of Proxy Proposals, Nomination of Directors and Other Business of Shareholders126
Proposals Submitted Under Rule 14a-8126
Proposals Submitted Outside of Rule 14a-8126
Forward-Looking Statements128
Other Matters129
Appendix A - Reconciliation of Non-GAAP Financial Measures130
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.