IDEXX Laboratories (IDXX) Proxy Filing summary

Executive summary

• Achieved 10% reported and organic revenue growth in 2025, with $4.3B in revenue and $1.4B in operating profit, and 23% EPS growth over 2024.

• Launched multiple innovative diagnostic products, expanded commercial presence internationally, and maintained high customer retention rates.

• Announced a planned CEO transition effective May 2026, with a robust succession process and continued leadership as Executive Chair until May 2027.

• Continued focus on long-term value creation, sustainable growth, and a $45B+ global addressable market opportunity.

Voting matters and shareholder proposals

• Election of three Class II Directors for terms expiring in 2029.

• Ratification of PwC as independent auditor for 2026.

• Advisory vote to approve executive compensation (say-on-pay).

• Amendments to declassify the Board and to allow shareholders with 25% ownership to call special meetings (Board recommends FOR both).

• Shareholder proposal to allow 10% ownership to call special meetings (Board recommends AGAINST).

Board of directors and corporate governance

• Board comprises 11 members, 82% independent, with diverse skills in finance, innovation, operations, and sustainability.

• Strong focus on board refreshment, annual self-assessments, and director education.

• Board leadership structure separates CEO and Chair roles during transition, with an independent Lead Director.

• Majority vote standard, proxy access, and no poison pill in place.