Summary
Quest Diagnostics Incorporated (DGX) has filed an 8-K report on February 13, 2009, to announce an amendment to its Amended and Restated By-Laws, effective February 11, 2009. The key change is the adoption of a majority voting standard for director elections in uncontested situations. Previously, director elections defaulted to plurality voting under Delaware law, as the By-Laws were silent on the matter.
Key Highlights
- 1Quest Diagnostics amended its By-Laws to implement majority voting for director elections.
- 2The new By-Law provision, Section 2.03, is effective immediately as of February 11, 2009.
- 3In uncontested director elections, directors must now receive a majority of the votes cast to be elected.
- 4Plurality voting will still apply in 'Contested Elections' where the number of nominees exceeds the number of director positions.
- 5This change shifts from the default plurality voting standard under Delaware law for director elections.
- 6The filing incorporates the amended By-Laws as Exhibit 3.1.
Frequently Asked Questions
The main change is the amendment to Quest Diagnostics' By-Laws to adopt a majority voting standard for director elections in cases where there isn't a contested election.
The amendment to the By-Laws is effective immediately as of February 11, 2009.
In director elections that are not 'Contested Elections' (meaning the number of nominees does not exceed the number of open director seats), directors must now receive a majority of the votes cast to be elected. Previously, they only needed a plurality.
Yes, plurality voting will still apply in 'Contested Elections,' which are defined as situations where the number of nominees for director is greater than the number of director positions to be filled.