{"url_path":"/sec/idxx/8-k/2026-05-15/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or ByLaws; Change in Fiscal Year.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/874716/0000874716-26-000110-index.html","accession_number":"0000874716-26-000110","cik":"0000874716","ticker":"IDXX","issuer_name":"IDEXX LABORATORIES INC /DE","edgar_url":"https://www.sec.gov/Archives/edgar/data/874716/0000874716-26-000110-index.html","primary_entity_key":"0000874716","primary_entity_name":"IDEXX LABORATORIES INC /DE"},"word_count":393,"has_tables":true,"body_markdown":"Item 5.03.Amendments to Articles of Incorporation or ByLaws; Change in Fiscal Year.\n\nCertificate of Incorporation\n\nAt the 2026 annual meeting of shareholders of IDEXX Laboratories, Inc. (the “Corporation”) held on May 12, 2026 (the “Annual Meeting”), upon the recommendation of the Corporation’s Board of Directors (the “Board”), the Corporation’s shareholders approved amendments to the Corporation’s Amended and Restated Certificate of Incorporation to (i) declassify the Board over a three-year period and provide for the annual election of all directors beginning at the 2029 annual meeting of shareholders and (ii) provide for shareholders owning at least 25% of the shares of the Corporation’s capital stock continuously for at least one year the right to have the Corporation call a special meeting of shareholders, subject to satisfaction of additional terms, conditions, limitations and procedures as set forth in the Corporation’s By-Laws, all as more fully described in the Corporation’s definitive proxy statement for the Annual Meeting (the “Proxy Statement”) filed with the Securities and Exchange Commission on March 27, 2026 (the “Approved Amendments”).\n\nA Certificate of Amendment reflecting the Approved Amendments was filed with the Secretary of State of the State of Delaware and became effective on May 13, 2026. A copy of such Certificate of Amendment is included as Exhibit 3.1 and is incorporated herein by reference.\n\nAmended and Restated By-Laws\n\nOn May 13, 2026, pursuant to the Board’s prior approval of certain amendments to our By-Laws, the effectiveness of which were conditioned upon and subject to the filing of a Certificate of Amendment reflecting the Approved Amendments with the Secretary of State of the State of Delaware, the Corporation’s By-Laws were amended and restated effective upon the filing of the aforementioned Certificate of Amendment (the “Amended and Restated By-Laws”). The changes reflected in the Amended and Restated By-Laws include:\n\n•Revisions consistent with the amendments to our Amended and Restated Certificate of Incorporation to declassify the Board;\n\n•Adoption of appropriate terms, conditions, limitations and procedures for requesting a special meeting of shareholders, as more fully described in the Proxy Statement, including as disclosed in Appendix C thereto; and\n\n•Various other technical, ministerial, administrative, conforming and clarifying changes.\n\nThe description of the Amended and Restated By-Laws is a summary and is qualified in its entirety by reference to the Amended and Restated By-Laws, which is included as Exhibit 3.2 and is incorporated herein by reference."}