Welcome to the IDEXX Laboratories 2026 Annual Shareholders Meeting. At this time, I would like to turn the meeting over to the company. Please go ahead.
Thanks, and good morning to all our shareholders. I'm Larry Kingsley, Independent Non-Executive Board Chair of IDEXX Laboratories, and I will be chairing the meeting. The meeting is now called to order. I'm joined today by Jay Mazelsky, our President and Chief Executive Officer, Mike Erickson, Executive Vice President and our CEO-elect, Andrew Emerson, our Chief Financial Officer, Sharon Underberg, our General Counsel and Corporate Secretary, and Michael Johnson, our Chief Human Resources Officer. As announced earlier this year, immediately following today's annual meeting, Jay Mazelsky will step down as President and CEO and assume the role of Executive Chair of the Board. Mike Erickson will become our President and CEO and join the Board. Mike brings nearly two decades of leadership experience and significant healthcare technology and innovation expertise.
Since joining IDEXX in 2011, he has held senior positions across key portions of the business, including diagnostics, software, corporate accounts, and strategy. We thank Jay for his outstanding leadership and dedicated service and look forward to continuing to work with him as executive chair, and we look forward to working with Mike as he leads IDEXX into its next chapter of growth and innovation. We're conducting today's annual meeting virtually for the 10th consecutive year because it facilitates participation by all our shareholders, regardless of their location. Through our annual meeting web portal, you may submit questions and vote your shares online before the polls close. In addition, you'll find copies of the agenda and the rules of conduct for today's meeting. To ensure that the meeting proceeds in an orderly fashion, please observe these rules.
We will conduct the formal business portion of the meeting and consider proposals described in our proxy statement, tabulate the voting, and announce the preliminary voting results. We will conclude the formal business portion of the meeting. After a brief pause, we'll then open the floor to answer your questions submitted before and during the meeting. You may submit questions live during the meeting at any time before the end of the Q&A session, either by typing and submitting your question in the designated field on the annual meeting web portal or calling one of the telephone numbers listed on the annual meeting web portal. After dialing in, an operator will assist you, and you will be asked for your name and company. Please refer to the meeting's rules of conduct for rules and additional guidance regarding submitting questions in the Q&A session.
While we welcome questions from our shareholders, please note that we have allocated a total of 30 minutes, including Q&A, for this meeting. We will respond to as many questions as possible during the allocated time. As soon as practicable after the meeting, we will post answers to all the questions submitted, including those that we were unable to answer due to time constraints, on our investor relations website. Please also note that this meeting is being recorded and will be available on our annual meeting web portal within 24 hours after the end of the meeting. Before we get to the proposals, I would like to introduce the other independent board members who are also in attendance: Irene Chang Britt, Bruce Claflin, Stuart Essig, Jay Hooley, Daniel M. Junius, Karen Peacock, Sam Samad, Sophie Vandebroek, and M. Anne Szostak.
At this time, I'd like to take a moment to recognize our retiring board member, M. Anne Szostak. Over her 14 years of service, Anne made meaningful contributions to the board and to IDEXX's growth and success. Drawing on her deep leadership, governance, and human capital experience, Anne provided valuable insights and played an important role in our board's oversights over the critically important matters, including CEO and executive succession planning. On behalf of the board and senior management, I thank Anne for her extraordinary service, leadership, and contributions to IDEXX over the years. She will be missed, and we wish her all the best. We're also joined today by Karen Pfeil and Mark Carey, representatives of PricewaterhouseCoopers. I'll now turn the meeting over to our General Counsel and Corporate Secretary, Sharon E. Underberg, who will conduct the formal business part of the meeting.
Thank you, Larry, and good morning IDEXX shareholders. Before we proceed, we need to confirm that we have a quorum. I have been advised that the company properly furnished its meeting notice and proxy statement commencing on March 27th, 2026, to all shareholders of record as of March 16th, 2026, and we have received an affidavit to that effect from our proxy distribution agent. The list of our registered shareholders entitled to vote at this meeting is available for inspection by any shareholder during the meeting and may be accessed during the meeting on the annual meeting web portal. In addition, we are joined by our Inspector of Election, Christopher Woods of American Election Services, who has advised me that at least a majority of the outstanding shares of common stock entitled to vote are represented by proxy at this meeting. I hereby declare that a quorum exists.
At this time, I declare the polls to be open. If you have already voted, you do not need to do anything further. If, however, you want to change your vote or you have not yet voted, you may do so by voting your shares online by clicking on the voting button on the annual meeting web portal at any time during the meeting until the polls are closed following the presentation of the proposals. Please note that approval of p roposals one, two, three, and six each requires the favorable vote of a majority of the votes cast. Only votes for or against a proposal count as votes cast. Abstentions and broker non-votes are not counted as votes cast and therefore will have no effect on the outcome of the vote on these proposals.
Approval of proposals four and five each requires the favorable vote of at least a majority of the outstanding shares entitled to vote at the 2026 annual meeting. Abstentions and broker non-votes are not counted as votes in favor and will have the same effect as a vote against proposal four and five. As indicated in the annual meeting notice and proxy statement, we are here today to consider the following items of business. There are five management proposals to be voted on. Number one, the election of three directors. Number two, the ratification of the selection of PricewaterhouseCoopers, LLP as the company's independent registered public accounting firm for the current fiscal year. Number three, the approval of a non-binding advisory resolution on the company's executive compensation, commonly known as the Say-on-Pay vote.
Number four, the approval of a proposal to amend the company's certificate of incorporation to declassify the board. Number five, the approval of a proposal to amend the company's certificate of incorporation to provide shareholders owning 25% of the shares of our capital stock continuously for at least one year the right to have IDEXX call a special meeting. In addition, we have one shareholder proposal, referred to as Proposal six, to be voted on if properly presented. This shareholder proposal requests that we provide shareholders owning 10% of our shares the ability to call for a special shareholder meeting. The first item of business is the election of directors. The nominees for election as a class two director are Daniel M. Junius, Lawrence D. Kingsley, and Sophie Vandebroek. Biographies and information about their qualifications are included in the proxy statement.
The board unanimously recommends a vote for all the nominees. The second item of business is the ratification of the selection of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the current fiscal year. Information about this proposal is included in the proxy statement. The board unanimously recommends a vote for this proposal. The third item of business is the advisory Say-on-Pay vote on the company's executive compensation. Information about this proposal and the company's executive compensation are included in the proxy statement. The board unanimously recommends a vote for this proposal. The fourth item of business is a proposal to amend the company's certificate of incorporation to declassify the board. Information about this proposal and the proposed amendments to the text of the company's certificate of incorporation are included in the proxy statement. The board unanimously recommends a vote for this proposal.
The fifth item of business is a proposal to amend the company's certificate of incorporation to provide shareholders owning 25% of our capital stock continuously for at least one year the right to have IDEXX call a special meeting. Information about this proposal and the proposed amendments to the text of the company's certificate of incorporation are included in the proxy statement. The board unanimously recommends a vote for this proposal. The sixth and final item of business is to consider and vote upon a shareholder proposal to give shareholders owning 10% of our shares the ability to call for a special shareholder meeting. This proposal was submitted by Mr. John Chevedden. After carefully considering the shareholder proposal, the board unanimously recommends a vote against this proposal.
The board's reasoning and statement in opposition to the shareholder proposal may be found on page 138 of the proxy statement. As described earlier, the board unanimously recommends a vote for Management Proposal 5, which addresses the subject of the shareholder proposal. Mr. Chevedden is here today and has three minutes to present the shareholder proposal. Operator, please open the line.
Hello, this is John Chevedden. Proposal six, give shareholders a genuine ability to call for a special shareholder meeting. Shareholders ask our board of directors to take the steps necessary to amend the governing documents to give the owners of combined 10% of our outstanding common stock the power to call a special shareholder meeting. Such a special shareholder meeting can be an online shareholder meeting. There shall be no poison pill discriminatory rules that require ownership of shares for a specific period of time or for shares to participate in calling for a special shareholder meeting. Proposal six is for an attainable right for shareholders to call for a special shareholder meeting.
It's sad that the IDEXX response to this proposal six was to put forth a fake proposal five for IDEXX shareholders to call for a special shareholder meeting. The ultimate responsibility for the fake IDEXX proposal five falls on M. Anne Szostak, chair of the IDEXX Governance Committee. Proposal five has three formidable barriers, each of which alone makes a call for a special shareholder meeting nearly impossible for shareholders. The three formidable barriers are a requirement for the backing of 25% of IDEXX shares instead of the 10% figure in this proposal six, the disqualification of a substantial block of IDEXX shares from being any part of the 25% requirement, and three, a so-called right that is governed by 2,700 words of dense legalese when a genuine right needs only 100 words.
History tells us that each one of the above factors alone is enough to make a special shareholder meeting right moot. Shareholders of more than 100 companies have voted on a proposal like this proposal six. Not even one of the 100 companies have ever cited a special shareholder meeting ever taking place that has even one of the above three factors in a company's bylaws. Proposal five is like an insurance policy for IDEXX that has three separate ways for IDEXX to defeat any attempt by shareholders to call for a special shareholder meeting. Please vote for proposal six, which is a genuine proposal for IDEXX shareholders to call for a special shareholder meeting.
Thank you, Mr. Chevedden. Having presented the proposals to be voted on at this meeting, the polls are now closed. The minutes of the meeting will reflect the time at which the polls were closed. We will now announce the preliminary results of the vote on the five management proposals and proposal 6, the shareholder proposal. On the first proposal regarding the election of the director nominees, each of Mr. Junius, Mr. Kingsley, and Dr. Vandebroek received a majority of the shares voted, and each has been elected as a class two director, as detailed in the proxy statement. The second proposal regarding the ratification of the selection of PricewaterhouseCoopers LLP as the company's independent auditors received a majority of the shares voted and so was approved.
The third proposal regarding a non-binding advisory vote on the company's executive compensation received a vote to approve by a majority of the shares voted and so was approved. The fourth proposal regarding an amendment to the company's certificate of incorporation to declassify the board received a vote to approve of at least a majority of shares entitled to vote and so was approved. The fifth proposal regarding an amendment to the company's certificate of incorporation to provide shareholders owning 25% of our capital stock continuously for at least one year, the right to have the company call a special meeting, received a vote to approve of at least a majority of the shares entitled to vote and so was approved.
Finally, proposal six, which is the shareholder proposal to give shareholders owning 10% of our shares the ability to call for a special meeting of shareholders, did not receive a vote to approve by a majority of the shares voted and therefore has failed. The final vote tallies for all six proposals, including ballots cast today, will be disclosed on a current report on Form 8-K filed with the SEC within four business days of the meeting. I now turn the meeting back to Larry.
Thanks, Sharon. This concludes the formal business portion of the meeting, which is now adjourned. We will now proceed with the Q&A session. Before we begin, Sharon, please review some of the administrative and other items relevant for the Q&A session.
Sure, Larry. We have allocated the remainder of the 30 minutes of the meeting for this live Q&A session, and we will observe the rules of conduct posted on the web portal during this time. We will also post answers to all questions submitted as soon as practicable after the meeting on our investor relations website. To ask a question, please type and submit it in the designated field in the annual meeting web portal or call one of the telephone numbers listed there. Finally, I advise you that it is possible that some of our responses to your questions may include forward-looking statements, which are based on current expectations and assumptions and are subject to risks and uncertainties. You are cautioned that our actual results may differ materially from those expressed or implied in any forward-looking statement.
In addition, the assumptions, risks, and uncertainties include the risks that are described in our reports filed with the SEC, including our 2025 annual report on Form 10-K and our quarterly report on Form 10-Q for the first quarter of 2026. The company specifically disclaims any obligation to publicly update any forward-looking statement. I will now turn the meeting back over to Larry for the Q&A session.
Thank you, Sharon. No questions were submitted through the online pre-meeting forum before the meeting. Let's see if there are any questions submitted online during the meeting. No questions have been submitted online during the meeting. Let's turn the questions over to telephone. Operator, do we have any questions on the phone?
For shareholders on the phone, if you'd like to ask a question, please press star one on your phone now. We'll pause briefly. We have no questions at this time. Back over to you.
Well, with that, our Q&A session is ended. If you have any questions that we have not been able to address live, please submit your questions to investorrelations@idexx.com. As soon as practicable after the meeting, we will post the answers to all questions submitted on our investor relations website. On behalf of the board and management, I'd like to thank you for participating in IDEXX's 2026 Annual Shareholders Meeting and for your ongoing support of IDEXX.
That concludes our meeting today. You may now disconnect.