In re IDEX Corporation

UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 100972 / September 9, 2024 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-22081 
 
In the Matter of 
 
 
IDEX Corporation,  
 
 
Respondent. 
 
 
 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER  
  
 
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 
Exchange Act of 1934 (“Exchange Act”), against IDEX Corporation (“IDEX” or “Respondent”).   
 
II. 
 
 In anticipation of the institution of these proceedings, IDEX has submitted an Offer of 
Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose of 
these proceedings and any other proceedings brought by or on behalf of the Commission, or to 
which the Commission is a party, and without admitting or denying the findings herein, except as 
to the Commission’s jurisdiction over it and the subject matter of these proceedings, which are 
admitted, IDEX consents to the entry of this Order Instituting Cease-and-Desist Proceedings 
Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a 
Cease-and-Desist Order (“Order”), as set forth below.  
 
III. 
 
 On the basis of this Order and IDEX’s Offer, the Commission finds that:  
 
Respondent 
 
1. IDEX, a Delaware corporation based in Northbrook, Illinois, develops and 
manufactures fluidics systems, metering systems, fire rescue equipment, and a variety of other 

 2 
products for commercial and industrial applications. IDEX’s common stock is registered with the 
Commission pursuant to Section 12(b) of the Exchange Act and is listed on the New York Stock 
Exchange under the ticker “IEX.”  
 
Facts 
 
A.  Statutory and Regulatory Framework Protecting Whistleblowers 
 
2. The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank 
Act”), enacted on July 21, 2010, amended the Exchange Act by adding Section 21F, 
“Whistleblower Incentives and Protection.” The congressional purpose underlying these provisions 
was “to encourage whistleblowers to report possible violations of the securities laws by providing 
financial incentives, prohibiting employment-related retaliation, and providing various 
confidentiality guarantees.” See Implementation of the Whistleblower Provisions of Section 21F of 
the Securities Exchange Act of 1934, Release No. 34-64545, at p. 197 (Aug. 12, 2011) (the 
“Adopting Release”). 
 
3. Congress explicitly noted the importance of providing financial incentives to 
promote whistleblowing to the Commission as it determined that “a critical component of the 
Whistleblower Program is the minimum payout that any individual could look towards in 
determining whether to take the enormous risk of blowing the whistle in calling attention to fraud.” 
See The Restoring American Financial Stability Act of 2010, Committee on Banking, Housing, and 
Urban Affairs (Apr. 30, 2010). 
 
4. To fulfill this congressional purpose, the Commission adopted Rule 21F-17, which 
provides in relevant part:  
 
(a)  No  person  may  take  any  action  to  impede  an  individual  from  communicating 
directly  with  the  Commission  staff  about  a  possible  securities  law  violation, 
including enforcing, or threatening to enforce, a confidentiality agreement . . . with 
respect to such communications. 
 
Rule 21F-17 became effective on August 12, 2011. 
 
B.  IDEX’s Separation and Settlement Agreements 
 
5. As a regular part of its business, IDEX enters into separation agreements with 
certain employees who leave the company. A separation agreement is a contract between an 
employer and a departing employee documenting the rights and responsibilities of both parties 
incidental to the ending of the employment relationship.   
 
6. From time to time, IDEX enters into settlement agreements with former employees. 
These settlement agreements are contracts that resolve an actual or potential legal dispute between 
the company and the former employee. 
 

 3 
7. On October 25, 2020, IDEX entered into a separation agreement that required a 
departing employee to waive his right to recover a monetary award for participating in an 
investigation by a government agency. Although the agreement expressly permitted participation 
in government whistleblower programs, it also required the departing employee to waive his right 
to a potential award. Specifically, the agreement stated, in relevant part:  
 
I agree that I hereby waive all rights to sue or obtain equitable, remedial or punitive 
relief  from  any  or  all  Released  Parties  of  any  kind  whatsoever  in  respect  of  any 
Claim,  including,  without  limitation,  reinstatement, back  pay,  front  pay,  and  any 
form  of  injunctive  relief.  Notwithstanding  the  above,  I  further  acknowledge  that  I 
am not waiving and am not being required to waive any right that cannot be waived 
under  law,  including  the  right  to  file  an  administrative  charge  or  participate  in  an 
administrative  investigation  or  proceeding; provided, however,  that  I  disclaim 
and  waive  any  right  to  share  or  participate  in  any  monetary  award  resulting 
from the prosecution of such charge or investigation or proceeding. 
 
(Underline in original. Emphasis added.) 
 
8. Similarly, on June 16, 2020, and June 22, 2021, IDEX entered into settlement 
agreements that permitted former employees to participate in government whistleblower programs, 
but also required them to waive their rights to recover potential monetary awards. Both of these 
agreements stated: 
 
[Employee] acknowledges that this Release does not limit either [employee]’s right 
or the Releasees’ right, where applicable, to file or to participate in an investigative 
proceeding  of any federal,  state  or  local  governmental  agency. To  the  extent 
permitted by  law,  [employee]  agrees  that  if  such  an  administrative  claim  is 
made,  [employee]  shall  not  be  entitled  to  recover  any  individual  monetary 
relief or other individual remedies. 
 
(Emphasis added.) 
 
9. Although the Commission is unaware of any instances in which IDEX took action 
to enforce the award-waiver provisions or in which the affected employees declined to speak with 
the Commission staff about potential violations of securities laws, these provisions created 
impediments to participation in the Commission’s whistleblower program by having the 
employees forego the critically important financial incentives that are intended to encourage 
persons to communicate directly with the Commission staff about possible securities law 
violations. Such restrictions on accepting financial awards for providing information regarding 
possible securities law violations to the Commission undermine the purpose of Section 21F and 
Rule 21F-17(a), which is to “encourag[e] individuals to report to the Commission,” Adopting 
Release at p. 201, and violate Rule 21F-17(a) by impeding individuals from communicating 
directly with the Commission staff about possible securities law violations. 

 4 
10. Through the conduct described above, IDEX violated Exchange Act Rule 21F-
17(a), which prohibits any person from taking any action to impede an individual from 
communicating directly with the Commission staff about a possible securities law violation. 
 
Remedial Actions and Cooperation 
 
11. After being contacted by the Commission staff in connection with this matter, 
IDEX revised its internal agreement templates, adding language affirmatively advising employees 
that they are not prohibited from disclosing information to any government agency or collecting 
any related incentive awards. IDEX also used reasonable efforts to notify the affected employees 
that their separation and settlement agreements do not in any way limit their ability to contact the 
Commission staff or to obtain an award in connection with information they provide. 
 
12. In determining to accept the Offer, the Commission considered remedial acts 
promptly undertaken by IDEX and cooperation afforded to the Commission staff. 
 
IV. 
 
 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in IDEX’s Offer. 
 
 Accordingly, it is hereby ORDERED that: 
 
 A. Pursuant to Section 21C of the Exchange Act, IDEX cease and desist from 
committing or causing any violations and any future violations of Exchange Act Rule 21F-17(a). 
 
B. IDEX shall, within ten days of the entry of this Order, pay a civil money penalty in 
the amount of $75,000 to the Securities and Exchange Commission for transfer to the general fund 
of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If timely payment is not 
made, additional interest shall accrue pursuant to 31 U.S.C. § 3717. 
 
Payment must be made in one of the following ways:  
 
(1) Respondent may transmit payment electronically to the Commission, which 
will provide detailed ACH transfer/Fedwire instructions upon request;  
 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 

 5 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying 
IDEX as a respondent in these proceedings, and the file number of these proceedings; a copy of the 
cover letter and check or money order must be sent to Nicholas P. Heinke, Associate Regional 
Director, Division of Enforcement, United States Securities and Exchange Commission, 1961 
Stout Street, Suite 1700, Denver, CO 80294. 
 
 C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 
treated as penalties paid to the government for all purposes, including all tax purposes. To preserve 
the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor Action, it 
shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any award of 
compensatory damages by the amount of any part of Respondent’s payment of a civil penalty in 
this action (“Penalty Offset”). If the court in any Related Investor Action grants such a Penalty 
Offset, Respondent agrees that it shall, within thirty days after entry of a final order granting the 
Penalty Offset, notify the Commission’s counsel in this action and pay the amount of the Penalty 
Offset to the Securities and Exchange Commission. Such a payment shall not be deemed an 
additional civil penalty and shall not be deemed to change the amount of the civil penalty imposed 
in this proceeding. For purposes of this paragraph, a “Related Investor Action” means a private 
damages action brought against Respondent by or on behalf of one or more investors based on 
substantially the same facts as alleged in the Order instituted by the Commission in this 
proceeding. 
 
 By the Commission. 
 
 
 
Vanessa A. Countryman 
Secretary 
 
 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 100972 / September 9, 2024 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-22081 

 

In the Matter of 

 

 

IDEX Corporation,  

 

 

Respondent. 

 

 

 

 

ORDER INSTITUTING CEASE-AND-

DESIST PROCEEDINGS PURSUANT TO 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASE-

AND-DESIST ORDER  

  

 

I. 

 

 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-

and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 

Exchange Act of 1934 (“Exchange Act”), against IDEX Corporation (“IDEX” or “Respondent”).   

 

II. 

 

 In anticipation of the institution of these proceedings, IDEX has submitted an Offer of 

Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose of 

these proceedings and any other proceedings brought by or on behalf of the Commission, or to 

which the Commission is a party, and without admitting or denying the findings herein, except as 

to the Commission’s jurisdiction over it and the subject matter of these proceedings, which are 

admitted, IDEX consents to the entry of this Order Instituting Cease-and-Desist Proceedings 

Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a 

Cease-and-Desist Order (“Order”), as set forth below.  

 

III. 

 

 On the basis of this Order and IDEX’s Offer, the Commission finds that:  

 

Respondent 

 

1. IDEX, a Delaware corporation based in Northbrook, Illinois, develops and 

manufactures fluidics systems, metering systems, fire rescue equipment, and a variety of other 



 2 

products for commercial and industrial applications. IDEX’s common stock is registered with the 

Commission pursuant to Section 12(b) of the Exchange Act and is listed on the New York Stock 

Exchange under the ticker “IEX.”  

 

Facts 

 

A.  Statutory and Regulatory Framework Protecting Whistleblowers 

 

2. The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank 

Act”), enacted on July 21, 2010, amended the Exchange Act by adding Section 21F, 

“Whistleblower Incentives and Protection.” The congressional purpose underlying these provisions 

was “to encourage whistleblowers to report possible violations of the securities laws by providing 

financial incentives, prohibiting employment-related retaliation, and providing various 

confidentiality guarantees.” See Implementation of the Whistleblower Provisions of Section 21F of 

the Securities Exchange Act of 1934, Release No. 34-64545, at p. 197 (Aug. 12, 2011) (the 

“Adopting Release”). 

 

3. Congress explicitly noted the importance of providing financial incentives to 

promote whistleblowing to the Commission as it determined that “a critical component of the 

Whistleblower Program is the minimum payout that any individual could look towards in 

determining whether to take the enormous risk of blowing the whistle in calling attention to fraud.” 

See The Restoring American Financial Stability Act of 2010, Committee on Banking, Housing, and 

Urban Affairs (Apr. 30, 2010). 

 

4. To fulfill this congressional purpose, the Commission adopted Rule 21F-17, which 

provides in relevant part:  

 

(a) No person may take any action to impede an individual from communicating 

directly with the Commission staff about a possible securities law violation, 

including enforcing, or threatening to enforce, a confidentiality agreement . . . with 

respect to such communications. 

 

Rule 21F-17 became effective on August 12, 2011. 

 

B.  IDEX’s Separation and Settlement Agreements 

 

5. As a regular part of its business, IDEX enters into separation agreements with 

certain employees who leave the company. A separation agreement is a contract between an 

employer and a departing employee documenting the rights and responsibilities of both parties 

incidental to the ending of the employment relationship.   

 

6. From time to time, IDEX enters into settlement agreements with former employees. 

These settlement agreements are contracts that resolve an actual or potential legal dispute between 

the company and the former employee. 

 



 3 

7. On October 25, 2020, IDEX entered into a separation agreement that required a 

departing employee to waive his right to recover a monetary award for participating in an 

investigation by a government agency. Although the agreement expressly permitted participation 

in government whistleblower programs, it also required the departing employee to waive his right 

to a potential award. Specifically, the agreement stated, in relevant part:  

 

I agree that I hereby waive all rights to sue or obtain equitable, remedial or punitive 

relief from any or all Released Parties of any kind whatsoever in respect of any 

Claim, including, without limitation, reinstatement, back pay, front pay, and any 

form of injunctive relief. Notwithstanding the above, I further acknowledge that I 

am not waiving and am not being required to waive any right that cannot be waived 

under law, including the right to file an administrative charge or participate in an 

administrative investigation or proceeding; provided, however, that I disclaim 

and waive any right to share or participate in any monetary award resulting 

from the prosecution of such charge or investigation or proceeding. 

 

(Underline in original. Emphasis added.) 

 

8. Similarly, on June 16, 2020, and June 22, 2021, IDEX entered into settlement 

agreements that permitted former employees to participate in government whistleblower programs, 

but also required them to waive their rights to recover potential monetary awards. Both of these 

agreements stated: 

 

[Employee] acknowledges that this Release does not limit either [employee]’s right 

or the Releasees’ right, where applicable, to file or to participate in an investigative 

proceeding of any federal, state or local governmental agency. To the extent 

permitted by law, [employee] agrees that if such an administrative claim is 

made, [employee] shall not be entitled to recover any individual monetary 

relief or other individual remedies. 

 

(Emphasis added.) 

 

9. Although the Commission is unaware of any instances in which IDEX took action 

to enforce the award-waiver provisions or in which the affected employees declined to speak with 

the Commission staff about potential violations of securities laws, these provisions created 

impediments to participation in the Commission’s whistleblower program by having the 

employees forego the critically important financial incentives that are intended to encourage 

persons to communicate directly with the Commission staff about possible securities law 

violations. Such restrictions on accepting financial awards for providing information regarding 

possible securities law violations to the Commission undermine the purpose of Section 21F and 

Rule 21F-17(a), which is to “encourag[e] individuals to report to the Commission,” Adopting 

Release at p. 201, and violate Rule 21F-17(a) by impeding individuals from communicating 

directly with the Commission staff about possible securities law violations. 



 4 

10. Through the conduct described above, IDEX violated Exchange Act Rule 21F-

17(a), which prohibits any person from taking any action to impede an individual from 

communicating directly with the Commission staff about a possible securities law violation. 

 

Remedial Actions and Cooperation 

 

11. After being contacted by the Commission staff in connection with this matter, 

IDEX revised its internal agreement templates, adding language affirmatively advising employees 

that they are not prohibited from disclosing information to any government agency or collecting 

any related incentive awards. IDEX also used reasonable efforts to notify the affected employees 

that their separation and settlement agreements do not in any way limit their ability to contact the 

Commission staff or to obtain an award in connection with information they provide. 

 

12. In determining to accept the Offer, the Commission considered remedial acts 

promptly undertaken by IDEX and cooperation afforded to the Commission staff. 

 

IV. 

 

 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in IDEX’s Offer. 

 

 Accordingly, it is hereby ORDERED that: 

 

 A. Pursuant to Section 21C of the Exchange Act, IDEX cease and desist from 

committing or causing any violations and any future violations of Exchange Act Rule 21F-17(a). 

 

B. IDEX shall, within ten days of the entry of this Order, pay a civil money penalty in 

the amount of $75,000 to the Securities and Exchange Commission for transfer to the general fund 

of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If timely payment is not 

made, additional interest shall accrue pursuant to 31 U.S.C. § 3717. 

 

Payment must be made in one of the following ways:  

 

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request;  

 

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to:  

 

Enterprise Services Center 

Accounts Receivable Branch 

http://www.sec.gov/about/offices/ofm.htm


 5 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

Payments by check or money order must be accompanied by a cover letter identifying 

IDEX as a respondent in these proceedings, and the file number of these proceedings; a copy of the 

cover letter and check or money order must be sent to Nicholas P. Heinke, Associate Regional 

Director, Division of Enforcement, United States Securities and Exchange Commission, 1961 

Stout Street, Suite 1700, Denver, CO 80294. 

 

 C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 

treated as penalties paid to the government for all purposes, including all tax purposes. To preserve 

the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor Action, it 

shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any award of 

compensatory damages by the amount of any part of Respondent’s payment of a civil penalty in 

this action (“Penalty Offset”). If the court in any Related Investor Action grants such a Penalty 

Offset, Respondent agrees that it shall, within thirty days after entry of a final order granting the 

Penalty Offset, notify the Commission’s counsel in this action and pay the amount of the Penalty 

Offset to the Securities and Exchange Commission. Such a payment shall not be deemed an 

additional civil penalty and shall not be deemed to change the amount of the civil penalty imposed 

in this proceeding. For purposes of this paragraph, a “Related Investor Action” means a private 

damages action brought against Respondent by or on behalf of one or more investors based on 

substantially the same facts as alleged in the Order instituted by the Commission in this 

proceeding. 

 

 By the Commission. 

 

 

 

Vanessa A. Countryman 

Secretary 

 

 


	UNITED STATES OF AMERICA
	IV.