Summary
Quest Diagnostics Incorporated (DGX) filed an 8-K report on December 8, 2011, to announce a change in its Board of Directors. The size of the Board was increased from 8 to 9 members, and an additional director was added to the class whose terms expire at the 2014 Annual Meeting of Stockholders. The primary development reported is the election of Timothy M. Ring as a new independent director. Mr. Ring is the Chairman and CEO of C. R. Bard, Inc. His appointment is effective December 6, 2011. Investors should note that Mr. Ring's compensation will align with the company's existing non-employee director compensation practices, which include a grant of stock options and restricted stock units.
Key Highlights
- 1Board of Directors size increased from 8 to 9 members.
- 2Timothy M. Ring elected as a new independent director.
- 3Mr. Ring's term will expire at the 2014 Annual Meeting of Stockholders.
- 4Mr. Ring currently serves as Chairman and CEO of C. R. Bard, Inc.
- 5The Board determined Mr. Ring meets independence standards.
- 6Mr. Ring received a one-time grant of 2,547 stock options and 823 restricted stock units.
- 7A press release announcing the election is attached as an exhibit.
Frequently Asked Questions
Timothy M. Ring was elected to the Board of Directors of Quest Diagnostics on December 6, 2011. He is the Chairman and CEO of C. R. Bard, Inc. His appointment is intended to bring additional expertise and leadership to the board, as he has been deemed an independent director.
The board size has been expanded from 8 to 9 directors. The addition of Mr. Ring, who meets independence criteria, could signal an effort to strengthen corporate governance and bring in diverse perspectives from experienced industry leaders.
Mr. Ring will be compensated as a non-employee director in accordance with Quest Diagnostics' standard practices. This compensation includes a one-time grant of 2,547 stock options and 823 restricted stock units upon joining the board.
As of the filing date of this 8-K, the Board had not yet appointed Mr. Ring to any Board Committees. Further committee assignments may be detailed in future filings or company communications.