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, despite a 2% decline in U.S. same-store clinical visits.

• Diluted EPS rose 23% to $13.08, with 14% comparable EPS growth and 27% increase in operating cash flow.

• Placed over 22,000 premium instruments globally, expanded cloud-based PIMS to over 10,000 locations, and launched innovative diagnostics including IDEXX Cancer Dx and inVue Dx FNA cytology.

• Announced a planned CEO transition: Jay Mazelsky to retire in May 2027, with Michael G. Erickson, PhD, to become CEO in May 2026.

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 owning 25% of shares to call a special meeting (Board recommends FOR both).

• Shareholder proposal to allow 10% ownership threshold for calling 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.

• Robust refreshment and succession planning, including two new independent directors in 2025.

• Board committees (Audit, Compensation and Talent, Governance and Corporate Responsibility, Finance) are fully independent.

• Annual board self-assessment, director education, and strong stock ownership guidelines.

• Board recommends phased declassification over three years, culminating in 2029.