IDEXX LABORATORIES INC DE
For the period ended Dec 31, 2023. Filed Mar 27, 2024.
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Dec 31, 2023 · Filed Mar 27, 2024
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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. )
| þ | Filed 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)) | ||
| þ | Definitive 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): | |
|---|---|
| þ | No 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 STATEMENT | i |
|---|
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 Officer | Lawrence D. KingsleyIndependent Non-Executive Board Chair |
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.
Information regarding comparable EPS growth, which is a non-GAAP financial measure, and its reconciliation to reported EPS growth, is provided in Appendix A.
Global senior leaders are employees in compensation grades considered director or above.
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.
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.
| ii | IDEXX 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 Time | LocationVirtual meeting online via audio webcast at www.virtualshareholdermeeting.com/IDXX2024 | Record 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
| Proposal | Board Vote Recommendation | |
| 1 | Election of Directors | FOR each nominee |
| 2 | Ratification of Appointment of Independent Registered Public Accounting Firm | FOR |
| 3 | Advisory Vote to Approve Executive Compensation | FOR |
| 4 | Shareholder Proposal Regarding Simple Majority Vote | NONE |
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 STATEMENT | iii |
|---|
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
| iv | IDEXX 2024 PROXY STATEMENT |
|---|
Table of Contents
| Page | |
|---|---|
| Joint Letter from our CEO and Board Chair | i |
| Notice of 2024 Annual Meeting of Shareholders | iii |
| Proxy Summary | 1 |
| Voting Roadmap | 1 |
| 2023 Financial Performance Highlights | 6 |
| Generating Long-Term Value | 7 |
| Key Business Highlights | 9 |
| Our Executive Compensation Program | 14 |
| Corporate Responsibility | 15 |
| Proposal One - Election of Directors | 18 |
| Director Nominees and Board Biographies | 19 |
| Diversity and Our Board | 30 |
| Board Refreshment and Succession Planning | 31 |
| Director Nomination Process | 32 |
| Director Nominee Criteria, Diversity and Qualifications | 33 |
| Shareholder Recommendation and Nomination of Directors | 33 |
| Majority Voting and Director Resignation | 34 |
| Corporate Governance | 35 |
| Our Corporate Governance Framework | 35 |
| Notable Corporate Governance Highlights | 35 |
| Board of Directors and Its Oversight of IDEXX | 37 |
| Board Meetings and Attendance | 37 |
| Director Overboarding Policy | 37 |
| New Director Orientation and Onboarding | 38 |
| Director Education | 38 |
| Director Independence | 38 |
| Board Leadership Structure | 39 |
| Independent Non-Executive Board Chair | 40 |
| Annual Board Self-Assessment | 41 |
| Board’s Oversight of Our Strategy | 42 |
| Board’s Role in Risk Management Oversight | 43 |
| Board’s Oversight of Cybersecurity Risk Management | 44 |
| Board’s Oversight of Legal and Ethical Conduct | 45 |
| Board's Oversight of Corporate Responsibility and Environmental, Social and Governance Matters | 45 |
| Talent Management and Executive Succession Planning | 46 |
| Diversity, Equity and Inclusion | 47 |
| Board Committees | 48 |
| Compensation and Talent Committee Interlocks and Insider Participation | 52 |
| Related Person Transactions | 52 |
| Corporate Governance Guidelines and Code of Ethics | 53 |
| Anti-Hedging and Short Sale and Anti-Pledging Policies | 53 |
| Shareholder Communication and Engagement | 54 |
| Virtual Shareholder Meeting | 55 |
| Non-Employee Director Compensation | 56 |
| 2023 Non-Employee Director Compensation Table | 60 |
| Stock Ownership Information | 61 |
|---|---|
| Stock Ownership of Directors and Officers | 61 |
| Director and Officer Stock Ownership Guidelines | 63 |
| Stock Ownership of Certain Beneficial Owners | 64 |
| Delinquent Section 16(a) Reports | 64 |
| Proposal Two - Ratification of Appointment of Independent Registered Public Accounting Firm | 65 |
| Audit Committee Matters | 66 |
| Audit Committee Report | 66 |
| Independent Auditors’ Fees | 68 |
| Independent Auditor Fee Approval Policy | 68 |
| Proposal Three - Advisory Vote to Approve Executive Compensation | 70 |
| Executive Compensation | 71 |
| Executive Officers | 71 |
| Compensation Discussion and Analysis | 74 |
| Executive Summary | 75 |
| Key Compensation Practices and Policies | 80 |
| How We Determine Compensation | 82 |
| Compensation Benchmarking and Peer Group | 84 |
| How We Paid Our NEOs in 2023 | 86 |
| How We Manage Risk and Governance | 94 |
| Compensation and Talent Committee Report | 96 |
| Executive Compensation Tables | 97 |
| Pay Versus Performance | 104 |
| CEO Pay Ratio | 109 |
| Equity Compensation Plan Information | 110 |
| Stock Incentive Plans | 110 |
| Executive Compensation Recovery Policy (Clawback Policy) | 112 |
| Potential Payments Upon Termination or Change in Control | 112 |
| Proposal Four - Shareholder Proposal Regarding Simple Majority Vote | 119 |
| Statement of the Board of Directors in Response to the Shareholder Proposal | 120 |
| General Information About the 2024 Annual Meeting and Voting | 121 |
| This Proxy Statement and How Proxies Work | 121 |
| Who Can Vote | 121 |
| Notice of Internet Availability (Notice and Access) | 121 |
| How to Vote | 122 |
| Revoking a Proxy | 122 |
| Quorum | 123 |
| Votes Needed | 123 |
| Broker Non-Votes | 123 |
| Conduct of the 2024 Annual Meeting | 123 |
| Pre-Meeting Forum and Submitting Questions | 124 |
| Virtual 2024 Annual Meeting | 124 |
| Voting on Other Matters | 124 |
| Solicitation of Proxies | 125 |
| Householding of Annual Meeting Materials | 125 |
| Requirements for Submission of Proxy Proposals, Nomination of Directors and Other Business of Shareholders | 126 |
| Proposals Submitted Under Rule 14a-8 | 126 |
| Proposals Submitted Outside of Rule 14a-8 | 126 |
| Forward-Looking Statements | 128 |
| Other Matters | 129 |
| Appendix A - Reconciliation of Non-GAAP Financial Measures | 130 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.