8-KShareholder Matters

QUEST DIAGNOSTICS INC 8-K Report, Shareholder Vote Results (May 20, 2011)

Filed May 20, 2011For Securities:DGX

Summary

Quest Diagnostics Incorporated (DGX) filed an 8-K report on May 20, 2011, detailing the outcomes of its Annual Meeting of Shareholders held on May 17, 2011. The primary focus of the filing is the voting results on key corporate matters. Investors would note the overwhelming approval for the election of directors and the ratification of PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2011, indicating strong shareholder confidence in the company's governance and financial oversight. The report also discloses the results of the advisory "say-on-pay" vote regarding executive compensation, which received majority support. Shareholders voted overwhelmingly in favor of holding advisory votes on executive compensation every three years. These results suggest general shareholder satisfaction with the company's current direction and leadership, with no significant dissenting votes on the presented proposals.

Key Highlights

  • 1Quest Diagnostics held its Annual Meeting of Shareholders on May 17, 2011.
  • 2Two director nominees, William F. Buehler and Daniel C. Stanzione, Ph.D., were elected for terms expiring at the 2014 Annual Meeting.
  • 3The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2011 was ratified with significant shareholder approval.
  • 4An advisory vote on the compensation of named executive officers received majority approval from shareholders.
  • 5Shareholders voted overwhelmingly in favor of holding future advisory votes on executive compensation on a triennial basis (every three years).

Frequently Asked Questions

The main outcomes include the election of two directors, William F. Buehler and Daniel C. Stanzione, Ph.D., the ratification of PricewaterhouseCoopers LLP as the independent auditor for FY2011, and the approval of the company's executive compensation through an advisory vote. Shareholders also voted on the frequency of future say-on-pay votes.

The nominees for director, William F. Buehler and Daniel C. Stanzione, Ph.D., were elected with a substantial majority of votes cast in favor. The votes 'For' significantly outnumbered 'Against', 'Abstain', and 'Broker Non-Vote'.

Yes, the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2011, was approved by a large majority of shareholders.

The advisory vote on the compensation of the company's named executive officers was approved by a majority of shareholders. Additionally, shareholders strongly favored holding future advisory votes on executive compensation every three years.