IDEXX Laboratories, Inc. (IDXX)

Annual Shareholder Meeting Conference Call

May 9, 2012 10:00 am ET


Jonathan W. Ayers – Chairman and Chief Executive Officer

Conan R. Deady – General Counsel and Secretary

Ted Wiener – Sales, American Stock Transfer & Trust Company, LLC


Jonathan W. Ayers

Good morning. I like to welcome everybody who is here in person at IDEXX Drive in Westbrook, Maine, and I’d also like to welcome stockholders and others who are listening to this meeting via live webcast. I’m sure there are many. Everyone should have received meeting agenda as well as set of procedures for today’s meeting. We’ll start the meeting by considering the proposals that we described in our proxy statement. The votes will be followed by my presentation regarding our business, and finally we’ll open the floor to your questions after we close the webcast. It might be grateful if people would hold their business related questions and answers for the question-and-answer period at that time.

Before we get to the proposals, I’m delighted to introduce the members of our Board of Directors and our Officers, who are here at the meeting, and I would like to ask each person who I introduce to stand as I introduce you. And beginning in alphabetical order, our Board of Directors, Tom Craig, thank you Tom; Bill End, thank you Bill; Rebecca Henderson, thank you Rebecca; Barry Johnson, thank you Barry; Brian McKeon; forgot Bob Murray, here Bob Murray, got it right away here and Joe Vumbacco.

So our Executive Officers are also here today and I’d like to ask each of them to stand as they are introduced. Bill Brown, Corporate Vice President and Chief Scientific Officer; Merilee Raines, our Corporate Vice President and Chief Financial Officer; Conan Deady, our Corporate Vice President, General Counsel and Secretary; Dan Meyaard, Corporate Vice President and Head of Worldwide Operations, and I thank Dan and his team for the managing logistics of this meeting, Ali Naqui, Corporate Vice President and Head of International and Commercial Operations; Jim Polewaczyk, Corporate Vice President and Head of our Rapid Assay, Digital and Telemedicine businesses; Johnny Powers, Corporate Vice President, Head of IDEXX Reference Laboratories business; Giovani Twigge, Corporate Vice President and the Head of Human Resources; and Michael Williams, Corporate Vice President and Head of our Instrument Diagnostics businesses. We also have representatives from PricewaterhouseCoopers are here today, and will be available for your questions. Here from PWC are Kevin Burney, thank you, Kevin; Kenneth Richardson, and John Charters. Thank you, Ken and John.

Okay, now I’ll turn the meeting over to Conan Deady who will conduct the formal part of the meeting and after that, I’ll give a presentation regarding our business, and then following that presentation the webcast portion of the meeting will conclude and at the end of the meeting our officers and I will be available to answer questions. Conan, please.

Conan R. Deady

Thanks, John. Good morning, we have three matters to be voted upon today. The first thing we need to do is to confirm that we have a quorum; I received an affidavit from our transfer agent, American Stock Transfer & Trust Company, certifying that the notice of annual meeting we sent all stockholders a record as of March 12, 2012. The affidavit and the list of stockholders entitled to vote at this meeting are available for inspection by any stockholder. As always, we have a representative from American Stock Transfer & Trust Company here today at the meeting. This year, Ted Wiener has been appointed to act as inspector of election.

now I’ll ask Mr. Wiener to furnish us with a account of the number of shares present at the meeting through representation by proxy.

Ted Wiener

There are present at this meeting through representation of our proxy 53,116,813 shares of common stock.

Conan R. Deady

Thank you, there are being 53,116,813 shares of common stock represented at this meeting, out of a total of 55,129,353 shares of common stock entitled to vote, which is a pretty good percentage. I hereby declare that the quorum exists.

As indicated in the notice of meeting and proxy statements that were made available to all stockholders we’re here today to consider three business items. The election of three class one directors for three year-terms, the approval of a non-binding advisory resolution on the Company’s executive compensation program, and to ratify the selection of PricewaterhouseCoopers as the Company’s independent registered public accounting firm.

Are there any stockholders present today who wish to vote by ballot, if so could you please raise your hand. Doesn’t appear as if we have any. What I will now do is go through each of the three items on the ballot and ask if there is any discussion. Following discussion, we will proceed to vote on each item.

The first item of business is the election of three class one directors listed in the Company’s proxy statement, the nominees for election are William T. End, Barry C. Johnson, and Brian P. McKeon.

So any discussion on this item and before we proceed to vote? We will not proceed to vote. Second item of business is the approval of a non-binding advisory resolution on the company’s executive compensation program, which reads as follows: Result that the compensation page to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables and narrative discussion is hereby approved. Is there any discussion on this matter before we proceed to vote.

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