Meeting Details
| 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 (Board) 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. |
Ways to Vote
| By TelephoneFor registered holders:1-800-690-6903+For beneficial owners:1-800-454-8683+ | By InternetBefore the meeting:www.proxyvote.com+During the meeting:www.virtualshareholdermeeting.com/IDXX2024+ | By MailFor registered holders: Request a paper proxy card by calling 1-800-579-1639 or send an email to sendmaterial@proxyvote.com.For beneficial owners: Mark, sign and date your voting instruction form and return it in the postage-paid envelope provided. |
| +You will need the control number included in your Notice of Internet Availability, your proxy card or the voting instruction form that accompanies your proxy materials. |
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Proposal Recommendations
| Proposal · Board Vote Recommendation · Page Number for Reference |
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| 1 | Election of Directors | FOR each nominee | 18 |
| 2 | Ratification of Appointment of Independent Registered Public Accounting Firm | FOR | 65 |
| 3 | Advisory Vote to Approve Executive Compensation | FOR | 70 |
| 4 | Shareholder Proposal Regarding Simple Majority Vote | NONE | 119 |
| IDEXX 2024 PROXY STATEMENT | 1 |
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| 01 | Election of DirectorsTo elect Ms. Irene Chang Britt, Mr. Bruce L. Claflin, Dr. Asha S. Collins and Mr. Sam Samad as Class I Directors with a term expiring at the 2027 Annual Meeting.The Board of Directors recommends a vote “FOR” the four Director nominees up for election.Refer to page 18 for further information about our Director nominees. |
Board Composition, Backgrounds and Skills
The following summarizes key information regarding the composition, backgrounds and skills of our Board. For more information, refer to our Directors’ biographical information under “Director Nominees and Board Biographies” beginning on page 19.
| Board Member | Age | Director Since | Audit | Compensation & Talent | Governance & Corporate Responsibility | Finance |
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| Jonathan W. Ayers | 68 | 2002 | | l |
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| Irene Chang Britt | 61 | 2023 | l | l | |
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| Bruce L. Claflin | 72 | 2015 | l | | + | |
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| Asha S. Collins, PhD | 48 | 2020 | | l | l |
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| Stuart M. Essig, PhD | 62 | 2017 | | l | + |
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| Daniel M. Junius | 71 | 2014 | + | | l |
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| Lawrence D. Kingsley* | 61 | 2016 | | l | l | |
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| Jonathan J. Mazelsky | 63 | 2019 | |
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| Sam Samad | 54 | 2019 | l | l | |
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| M. Anne Szostak | 73 | 2012 | l | + | |
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| Sophie V. Vandebroek, PhD | 62 | 2013 | | l | l |
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| + | Chair | l | Member | * | Independent Non-Executive Board Chair |
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| 2 | IDEXX 2024 PROXY STATEMENT |
| Gender Diversity | Director Independence | Born/Raised Outside U.S. |
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| 36% | 91% | 27% |
| of our Directors identifyas women · of our Directors were born and raised outside of the U.S. |
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Backgrounds
| Gender | Race/Ethnicity | Sexual Identity | |
| Board Member | Male | Female | Asian/Pacific Islander | Black/African American | Caucasian/White | Hispanic/Latinx | Middle-Eastern/North African | Native American | LGBTQ+ |
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| Jonathan W. Ayers | l | | l | |
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| Irene Chang Britt | | l | l | |
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| Bruce L. Claflin | l | | l | |
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| Asha S. Collins, PhD | | l | | l | | l |
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| Stuart M. Essig, PhD | l | | l | |
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| Daniel M. Junius | l | | l | |
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| Lawrence D. Kingsley | l | | l | |
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| Jonathan J. Mazelsky | l | | l | |
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| Sam Samad | l | | l | |
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| M. Anne Szostak | | l | | l | |
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| Sophie V. Vandebroek, PhD | | l | | l | |
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| IDEXX 2024 PROXY STATEMENT | 3 |
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Skills and Experience Matrix
The table below highlights many of the key skills, experiences and competencies that our Directors bring to the Board. This high-level summary is not intended to be an exhaustive list of each Director’s skills, experiences or contributions to the Board. Further details about each Director’s skills, experiences and qualifications are set forth in their individual biographies.
| Ayers | Chang Britt | Claflin | Collins | Essig | Junius | Kingsley | Mazelsky | Samad | Szostak | Vandebroek |
| Executive LeadershipCurrent or former senior executive | l | l | l | l | l | l | l | l | l | l | l |
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| Financial AcumenStrong understanding of complex financial and accounting topics, internal controls over financial reporting, financial planning and financial statements | l | l | l | | l | l | l | l | l | l | l |
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| Corporate GovernanceExperience or expertise in public company governance matters | l | l | l | l | l | l | l | l | l | l | l |
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| Corporate StrategyExperience developing and implementing corporate strategy for public or large private companies | l | l | l | l | l | l | l | l | l | l | l |
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| Science, Technology and R&DExperience being accountable for, overseeing, controlling or being responsible for innovation and/or R&D | l | l | l | l | l | l | | l | l | | l |
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| Human Capital ManagementExperience overseeing or being directly involved in managing and developing human capital, executive and incentive compensation planning and executive succession planning | l | l | l | | l | l | l | l | l | l | l |
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| International BusinessBringing a global and/or international perspective of diverse business environments, economic conditions, cultures and market opportunities | l | l | l | l | l | | l | l | l | l | l |
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| OperationsExperience managing complex business operations, including administrative, operational, manufacturing, supply chain and/or commercial activities | l | l | l | l | l | l | l | l | l | l | l |
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| SustainabilityExperience with oversight, accountability or responsibility for, or direct involvement with, environmental or social sustainability issues at public or private companies or non-profit organizations | l | | l | l | | l |
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| DigitalExperience or expertise in information technology (including data privacy and cybersecurity) or use of technology to facilitate business operations | l | l | l | l | | l | l | | l |
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| Corporate FinanceExperience in corporate lending or borrowing, capital market transactions, significant mergers or acquisitions, private equity or investment banking | l | l | l | | l | l | l | l | l | l | |
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| Risk OversightExperience identifying, assessing and managing critical enterprise-level risks | l | l | l | l | l | l | l | l | l | l | l |
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| 4 | IDEXX 2024 PROXY STATEMENT |
| 02 | Ratification of Appointment of Independent Registered Public Accounting FirmTo ratify the selection of PricewaterhouseCoopers LLP (PwC) as our independent registered public accounting firm for 2024.The Board of Directors recommends a vote “FOR” this item.Refer to page 65 for further information about our independent auditors. |
| Fiscal Years Ended December 31, |
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| 2023($) | 2022($) | |
| Audit fees | 2,501,257 | | 2,759,249 |
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| Audit-related fees | — | | — |
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| Tax fees | 273,485 | | 1,294,024 |
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| All other fees | 2,000 | | 900 |
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| Total fees | 2,776,742 | | 4,054,173 |
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| 03 | Advisory Vote to Approve Executive Compensation (“say-on-pay”)To approve, on an advisory (non-binding) basis, the compensation of our named executive officers (NEOs) as disclosed in this Proxy Statement.The Board of Directors recommends a vote “FOR” this item.Refer to the discussion under “Our Executive Compensation Program” below and the discussion beginning on page 70 for further information about our executive compensation program. |
| 04 | Shareholder Proposal Regarding Simple Majority VoteTo approve a shareholder proposal requesting the Board take the necessary steps to replace each supermajority voting provision in our certificate of incorporation and amended and restated bylaws with a simple majority vote standard.The Board of Directors makes no voting recommendation with respect to this shareholder proposal.Refer to page 119 for further information about this shareholder proposal. |
| IDEXX 2024 PROXY STATEMENT | 5 |
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