Independent
Tenure on this board
12.2 yrs
4 nominees · 6 ballot items.
Election of three Class II directors; Ratification of PwC as auditors; Advisory approval of executive compensation; Amend certificate to declassify the Board; Amend certificate to allow shareholders owning 25% to call special meetings; Shareholder proposal to allow shareholders owning 10% to call special meetings.
Elect three Class II director nominees (Daniel M. Junius, Lawrence D. Kingsley and Sophie V. Vandebroek, PhD) for three-year terms expiring at the 2029 Annual Meeting.
Ratify the appointment of PricewaterhouseCoopers LLP as IDEXX’s independent registered public accounting firm for 2026.
Non-binding advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement (say-on-pay).
Approve amendments to the Certificate of Incorporation to phase out the classified board structure over a three-year period, resulting in annual director elections beginning in 2029.
Approve amendments to the Certificate of Incorporation to allow shareholders owning at least 25% of outstanding shares continuously for one year to request that the Company call a special meeting, subject to procedures and limitations in the By-Laws.
Shareholder proposal requesting the Board amend governance documents to give shareholders owning 10% of shares the right to call a special meeting, with no ownership holding period.
The shareholder proposal requests that the Board provide shareholders holding 10% of outstanding shares the right to call special meetings without a holding period. The proponent (John Chevedden) argues this is necessary to prevent Board complacency and cites comparable support at several companies; claims special meetings are rare and online meetings make them feasible. Management opposes the proposal, recommending instead Proposal Five which would grant the right to shareholders meeting a 25% ownership threshold and one-year holding period. Management's rationale emphasizes the operational burden, costs, and risk of minority shareholder coercion under a 10% threshold, points to market practice favoring higher thresholds (25% common among S&P 500 companies), and notes existing governance mechanisms. The Board recommends a vote against the 10% proposal and for Proposal Five.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.57% | 5,182,507 | $2.9B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.96% | 3,910,863 | $2.2B |
| 3 | BlackRock, Inc. | 4.66% | 3,675,297 | $2.1B |
| 4 | STATE STREET CORP | 4.66% | 3,674,185 | $2.1B |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 3.06% | 2,411,983 | $1.4B |
| 6 | BlackRock, Inc. | 2.11% | 1,663,775 | $935M |
| 7 | BAMCO INC /NY/ | 2.07% | 1,633,367 | $918M |
| 8 | Fundsmith LLP | 1.86% | 1,465,786 | $824M |
| 9 | Invesco Ltd. | 1.35% | 1,066,155 | $599M |
| 10 | BLAIR WILLIAM CO/IL | 1.20% | 946,336 | $532M |
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