Meeting Details
| Date and TimeTuesday, May 12, 2026, 10:00 a.m., Eastern Time | LocationVirtual meeting online via audio webcast at www.virtualshareholdermeeting.com/IDXX2026 | Record DateOur Board of Directors (Board) has fixed the close of business on March 16, 2026 as the record date for the determination of shareholders entitled to notice of and to vote at the 2026 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/IDXX2026+ | By MailFor registered holders: Request a paper proxy card by calling 1-800-579-1639 or sending 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 or QR code included in your Notice of Internet Availability, your proxy card or the instructions 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 | 19 |
| 2 | Ratification of Appointment of Independent Registered Public Accounting Firm | FOR | 69 |
| 3 | Advisory Vote to Approve Executive Compensation | FOR | 74 |
| 4 | Amend Certificate of Incorporation to Declassify the Board | FOR | 132 |
| 5 | Amend Certificate of Incorporation to Provide Shareholders Owning 25% of the Shares of our Capital Stock the Right to Have IDEXX Call a Special Meeting | FOR | 134 |
| 6 | Shareholder Proposal to Give Shareholders the Ability to Call for a Special Shareholder Meeting | AGAINST | 137 |
| IDEXX 2026 PROXY STATEMENT | 1 |
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| 01 | Election of DirectorsTo elect Mr. Daniel M. Junius, Mr. Lawrence D. Kingsley and Sophie V. Vandebroek, PhD, as Class II Directors with a term expiring at the 2029 Annual Meeting.The Board of Directors recommends a vote “FOR” the three Director nominees up for election.Refer to page 19 for further information about our Director nominees. |
Board Composition, Backgrounds and Skills
The following summarizes select information regarding the composition, backgrounds and skills of our Board, assuming the election of Mr. Daniel M. Junius, Mr. Lawrence D. Kingsley and Sophie V. Vandebroek, PhD, at the 2026 Annual Meeting and taking into account the previously announced retirement of Ms. M. Anne Szostak and the election of Michael G. Erickson, PhD, each effective immediately following the 2026 Annual Meeting. For more information, refer to our Directors’ biographical information under “Director Nominees and Board Biographies” beginning on page 20.
| Board Member | Age(1) | Independent | Director Since | Number of Other Public Company Boards | Committee Membership | Key Skills That Are Particularly Relevant to Board Service |
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| Irene Chang Britt | 63 | Yes | 2023 | 2 | AuditComp (Chair) | +Human capital management+Operations+Corporate strategy |
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| Bruce L. Claflin | 74 | Yes | 2015 | 1 | AuditComp | +International business+Digital+Corporate strategy |
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| Michael G. Erickson, PhD | 52 | No | 2026 | None | None | +Executive leadership+Corporate strategy+Innovation and R&D |
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| Stuart M. Essig, PhD | 64 | Yes | 2017 | 2 | GovFinance (Chair) | +Executive leadership+Corporate strategy+Corporate finance |
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| Joseph L. (Jay) Hooley | 69 | Yes | 2025 | 2 | AuditGov | +Executive leadership+Corporate strategy+Corporate governance |
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| Daniel M. Junius | 73 | Yes | 2014 | None | Audit (Chair)Finance | +Financial acumen+Executive leadership+Corporate strategy |
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| Lawrence D. Kingsley(2) | 63 | Yes | 2016 | 2 | CompGov | +Executive leadership+Corporate strategy+Operations |
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| 2 | IDEXX 2026 PROXY STATEMENT |
| Board Member | Age(1) | Independent | Director Since | Number of Other Public Company Boards | Committee Membership | Key Skills That Are Particularly Relevant to Board Service |
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| Jonathan J. Mazelsky(3) | 65 | No | 2019 | 1 | None | +Executive leadership+Corporate strategy+Innovation and R&D |
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| Karen Peacock | 53 | Yes | 2025 | 1 | CompFinance | +Executive leadership+Digital+Operations |
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| Sam Samad | 56 | Yes | 2019 | None | AuditComp | +Financial acumen+Corporate finance+International business |
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| Sophie V. Vandebroek, PhD | 64 | Yes | 2013 | 2 | GovFinance | +Innovation and R&D+Digital+Sustainability |
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| 1.Ages as of March 27, 2026.2.Independent Non-Executive Board Chair who will become independent Lead Director immediately following the 2026 Annual Meeting.3.To become Executive Chair of the Board immediately following the 2026 Annual Meeting. | Audit = Audit CommitteeComp = Compensation and Talent CommitteeGov = Governance and Corporate Responsibility CommitteeFinance = Finance Committee | |
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Board Background and Tenure
| Average Director Age | Average Tenure | Director Independence |
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| 63 | ~6.5 | 82% |
| years · years |
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| IDEXX 2026 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, assuming the election of Mr. Daniel M. Junius, Mr. Lawrence D. Kingsley and Sophie V. Vandebroek, PhD, at the 2026 Annual Meeting and taking into account the previously announced retirement of Ms. M. Anne Szostak and the election of Michael G. Erickson, PhD, each effective immediately following the 2026 Annual Meeting. This high-level summary is not intended to be an exhaustive list of each Director’s skills, experiences or qualifications. Further details about each Director’s skills, experiences and qualifications are set forth in their individual biographies.
| Skills and Experience | Chang Britt | Claflin | Erickson | Essig | Hooley | Junius | Kingsley | Mazelsky | Peacock | Samad | Vandebroek |
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| Core Competencies | l | l | l | l | l | l | l | l | l | l | l |
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| Financial Acumen | l | l | l | l | l | l | l | l | | l | l |
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| Innovation and R&D | l | l | l | l | l | l | | l | l | l | l |
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| Human Capital Management | l | l | l | l | l | l | l | l | l | l | l |
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| International Business | l | l | l | l | l | | l | l | l | l | l |
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| Operations | l | l | l | l | l | l | l | l | l | l | l |
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| Sustainability | | l | | l | | l | l |
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| Digital | l | l | l | | l | | l | l | l | l |
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| Corporate Finance | l | l | l | l | l | l | l | l | l | l | |
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l Director possesses relevant skills/experiences/competencies
| Skills and Experience | Definition |
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| Core Competencies |
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| +Executive Leadership | Current or former senior executive |
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| +Corporate Governance | Experience or expertise in public company governance matters |
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| +Corporate Strategy | Experience developing and implementing corporate strategy for public or large private companies |
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| +Risk Oversight | Experience identifying, assessing and managing critical enterprise-level risks |
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| Financial Acumen | Strong understanding of complex financial and accounting topics, internal controls over financial reporting, financial planning and financial statements |
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| Innovation and R&D | Experience being accountable for, overseeing, controlling or being responsible for innovation and/or R&D |
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| Human Capital Management | Experience overseeing or being directly involved in managing and developing human capital, executive and incentive compensation planning and executive succession planning |
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| International Business | Bringing a global and/or international perspective of diverse business environments, economic conditions, cultures and market opportunities |
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| Operations | Experience managing complex business operations, including administrative, operational, manufacturing, supply chain and/or commercial activities |
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| Sustainability | Experience with oversight, accountability or responsibility for, or direct involvement with, environmental or social sustainability issues at public or private companies or non-profit organizations |
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| Digital | Experience or expertise in information technology (including information security, data privacy and cybersecurity), software, AI, machine learning, data or the use of technology to facilitate business operations |
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| Corporate Finance | Experience in corporate lending or borrowing, capital market transactions, significant mergers or acquisitions, private equity or investment banking |
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| 4 | IDEXX 2026 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 2026.The Board of Directors recommends a vote “FOR” this item.Refer to page 69 for further information about our independent auditors. |
| Fiscal Years Ended December 31, |
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| 2025($) | 2024($) | |
| Audit fees | 2,767,207 | | 2,861,149 |
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| Audit-related fees | 40,251 | | — |
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| Tax fees | 610,412 | | 751,656 |
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| All other fees | 2,000 | | 2,000 |
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| Total fees | 3,419,870 | | 3,614,805 |
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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 74 for further information about our executive compensation program. |
| 04 | Amend Certificate of Incorporation to Declassify the BoardTo approve amending our Certificate of Incorporation to declassify the Board.The Board of Directors recommends a vote “FOR” this item.Refer to the discussion beginning on page 132 for further information about this proposal. |
| IDEXX 2026 PROXY STATEMENT | 5 |
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| 05 | Amend Certificate of Incorporation to Provide Shareholders Owning 25% of the Shares of our Capital Stock the Right to Have IDEXX Call a Special MeetingTo approve amending our Certificate of Incorporation to provide shareholders owning 25% of the shares of our capital stock the right to have IDEXX call a special meeting of shareholders.The Board of Directors recommends a vote “FOR” this item.Refer to the discussion beginning on page 134 for further information about this proposal. |
| 06 | Shareholder Proposal to Give Shareholders the Ability to Call for a Special Shareholder MeetingTo approve a shareholder proposal requesting the Board amend IDEXX’s governance documents to give shareholders owning 10% of shares the right to call a special meeting of shareholders.The Board of Directors recommends a vote “AGAINST” this shareholder proposal.Refer to page 137 for further information about this shareholder proposal. |
| 6 | IDEXX 2026 PROXY STATEMENT |
