Form 8-K - Current report

0000874716IDEXX LABORATORIES INC /DEfalse00008747162024-12-032024-12-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): December 3, 2024

IDEXX LABORATORIES INC /DE

  

IDEXX LABORATORIES, INC.

(Exact name of registrant as specified in its charter)

IDEXX LABORATORIES INC /DE 

Delaware			000-19271			01-0393723
(State or other jurisdiction			(Commission File Number)			(IRS Employer Identification No.)
of incorporation)

One IDEXX Drive			Westbrook,			Maine			04092
(Address of principal executive offices)									(ZIP Code)

0000874716

207.556.0300

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

			¨			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

			¨			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

			¨			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

			¨			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.10 par value per share			IDXX			NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (ß230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (ß240.12b-2 of this chapter). Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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Item 8.01.			Other Events.

On December 3, 2024, the Finance Committee of the Board of Directors (the “Board”) of IDEXX Laboratories, Inc. (the “Company”) authorized an increase in the Company’s ongoing share repurchase program, authorizing the repurchase of up to five million additional shares of the Company’s common stock. Repurchases may be made at management’s discretion from time to time in the open market (including through Rule 10b5-1 plans) or in negotiated transactions. These shares are in addition to the 1.3 million shares remaining under the Company’s ongoing share repurchase program as of December 3, 2024, pursuant to previous Board authorizations. The share repurchase program has no specified expiration date and may be suspended or discontinued at any time. The increase in the number of shares authorized under the share repurchase program is described in a press release issued by the Company on December 9, 2024, which is attached hereto as Exhibit 99.1.

Item 9.01.			Financial Statements and Exhibits.

(d)			Exhibits
99.1			Press Release entitled “IDEXX Laboratories Announces Increase in Share Repurchase Program Authorization” issued by the Company on December 9, 2024.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			IDEXX LABORATORIES, INC.
Date: December 9, 2024			By:			/s/ Sharon E. Underberg
						Sharon E. Underberg
						Executive Vice President, General Counsel and Corporate Secretary

Exhibit 99.1

IDEXX Laboratories Announces Increase in Share Repurchase Program Authorization

WESTBROOK, Maine, December 9, 2024—IDEXX Laboratories, Inc. (NASDAQ: IDXX), a global leader in pet healthcare innovation, today announced that the Company’s Board of Directors authorized an increase in its ongoing share repurchase program, authorizing the repurchase of up to five million additional shares of the Company’s common stock. Repurchases may be made at management’s discretion from time to time in the open market (including through Rule 10b5-1 plans) or in negotiated transactions. These shares are in addition to the 1.3 million shares remaining under the Company’s ongoing share repurchase program as of December 3, 2024, pursuant to previous Board authorizations. The share repurchase program has no specified expiration date and may be suspended or discontinued at any time.

About IDEXX Laboratories, Inc.

IDEXX is a global leader in pet healthcare innovation. Our diagnostic and software products and services create clarity in the complex, constantly evolving world of veterinary medicine. We support longer, fuller lives for pets by delivering insights and solutions that help the veterinary community around the world make confident decisions—to advance medical care, improve efficiency, and build thriving practices. Our innovations also help ensure the safety of milk and water across the world and maintain the health and well-being of people and livestock. IDEXX Laboratories, Inc. is a member of the S&P 500® Index. Headquartered in Maine, IDEXX employs approximately 11,000 people and offers solutions and products to customers in more than 175 countries and territories. For more information about IDEXX, visit www.idexx.com.

Note Regarding Forward-Looking Statements

This news release contains or may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the Company’s business prospects and estimates of the Company’s financial results for future periods. Forward-looking statements can be identified by the use of words such as “expects,” “may,” “anticipates,” “intends,” “would,” “will,” “plans,” “believes,” “estimates,” “should,” “project,” and similar words and expressions. These forward-looking statements are intended to provide our current expectations or forecasts of future events; are based on current estimates, projections, beliefs, and assumptions; and are not guarantees of future performance. Actual events or results may differ materially from those described in the forward-looking statements. These statements are subject to risks, uncertainties, assumptions, and other important factors. Readers are cautioned not to put undue reliance on such forward-looking statements because actual results may vary materially from those expressed or implied. The reports filed by IDEXX pursuant to United States securities laws contain discussions of some of these risks and uncertainties. IDEXX assumes no obligation to, and expressly disclaims any obligation to, update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are advised to review IDEXX’s filings with the United States Securities and Exchange Commission (which are available from the SEC’s EDGAR database at sec.gov and via IDEXX’s website at idexx.com).

Contact

Investor Relations

[e-mail]

Document and Entity Information Document	Dec. 03, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 03, 2024
Entity Registrant Name	IDEXX LABORATORIES INC /DE
Entity Central Index Key	0000874716
Amendment Flag	false
Entity Address, City or Town	Westbrook,
City Area Code	207
Local Phone Number	556.0300
Entity Information, Former Legal or Registered Name	Not Applicable
One IDEXX Drive	One IDEXX Drive
Title of 12(b) Security	Common Stock, $0.10 par value per share
Security Exchange Name	NASDAQ
Entity File Number	000-19271
01-0393723	01-0393723
04092	04092
¨	false
Soliciting Material	false
Pre-commencement Issuer Tender Offer	false
Entity Incorporation, State or Country Code	DE
Entity Address, State or Province	ME
Pre-commencement Tender Offer	false
Trading Symbol	IDXX
Entity Emerging Growth Company	false

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