Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective July 13, 2022, the Board of Directors (the "Board") of IDEXX
Laboratories, Inc. (the "Company") amended and restated the Company's bylaws (as
so amended and restated, the "Amended Bylaws") to modify, in part, the
information a stockholder is required to include in its notice to the Company to
nominate a candidate for election as a director to be consistent with the
information requirements of the SEC's newly adopted Rule 14a-19 (b)(iii).
Specifically, Section 1.10 was revised to require that the stockholder include
in such advance notice a representation as to whether the stockholder intends
(or is part of group that intends) to deliver a proxy statement and/or form of
proxy to holders of shares of the Company's capital stock representing at least
sixty-seven percent (67%) of the voting power of the shares entitled to vote on
the election of directors (rather than holders of at least the percentage of the
Company's outstanding capital stock reasonably believed to be sufficient to
elect the proposed director nominee).
In addition, the Amended Bylaws also contain other minor, non-substantive
changes.
The foregoing summary description of the amendments to the Bylaws is not
intended to be complete and is qualified in its entirety by reference to the
complete text of the Amended Bylaws, a copy of which is included as Exhibit 3.2
to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
Amended and Restated Bylaws of IDEXX Laboratories, Inc., amended through July
3.2 13, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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