8-KCorporate ChangesOther EventsExhibits & Filings

QUEST DIAGNOSTICS INC 8-K Report, Bylaw Amendment (Aug 9, 2012)

Filed August 9, 2012For Securities:DGX

Summary

Quest Diagnostics Incorporated (DGX) filed a Current Report on Form 8-K on August 9, 2012, detailing several significant corporate governance updates. The company officially retired its 1996 Voting Cumulative Preferred Stock, eliminating all references to it from its Restated Certificate of Incorporation. This stock, though fully retired and canceled as of December 31, 2001, was formally removed from the company's charter. In addition to this housekeeping item, Quest Diagnostics also amended its By-laws, effective on the same date. These amendments clarify the roles of the Chairman of the Board, permit the issuance of uncertificated shares, and modernize communication by allowing notices and consents to be sent via electronic transmission, including email. Furthermore, following a shareholder vote at the 2012 annual meeting, the Board of Directors determined it is advisable to declassify the board, and will seek shareholder approval for this change at the 2013 annual meeting.

Key Highlights

  • 1Quest Diagnostics retired its 1996 Voting Cumulative Preferred Stock, removing it from its corporate charter.
  • 2All 1,000 authorized shares of this preferred stock were issued and subsequently retired/canceled by the end of 2001.
  • 3The company amended its By-laws, effective August 9, 2012.
  • 4Key By-law changes include clarifying the Chairman of the Board's duties, enabling uncertificated stock, and permitting electronic transmission of notices.
  • 5Shareholder proposal at the 2012 annual meeting favored declassifying the Board of Directors.
  • 6The Board has decided to declassify and will propose this amendment to shareholders at the 2013 annual meeting.

Frequently Asked Questions

The retirement of the 1996 Voting Cumulative Preferred Stock is largely a procedural cleanup. While all shares were already retired and canceled by December 31, 2001, this filing formally removes all mentions of this stock series from the company's Restated Certificate of Incorporation. This simplifies the company's capital structure documentation.

The amended By-laws modernize corporate governance by: 1) Clarifying the duties and authority of the Chairman of the Board. 2) Enabling the company to issue shares of common stock without physical certificates (uncertificated shares). 3) Allowing official notices, waivers, and consents to be sent electronically, including via email.

Following a significant shareholder vote in favor of declassification at the 2012 annual meeting, Quest Diagnostics' Board of Directors has decided to declassify. The Board will recommend that shareholders approve an amendment to the Restated Certificate of Incorporation to achieve this at the 2013 annual meeting.

The retirement of preferred stock and the modernization of By-laws (like electronic notices) are generally administrative and aim to improve efficiency. The potential declassification of the Board, if approved by shareholders, could lead to all directors being elected annually, which is often favored by investors for increased accountability.