8-KShareholder MattersCorporate ChangesExhibits & Filings

QUEST DIAGNOSTICS INC 8-K Report, Bylaw Amendment (May 18, 2018)

Filed May 18, 2018For Securities:DGX

Summary

Quest Diagnostics Incorporated (DGX) filed an 8-K on May 18, 2018, detailing key outcomes from its Annual Stockholder Meeting held on May 15, 2018. The most significant development for investors is the approval of an amendment to the company's Restated Certificate of Incorporation. This amendment lowers the ownership threshold required for a stockholder or group of stockholders to call a special meeting of the company's stockholders from 25% to 20% of the outstanding common stock. The amendment was officially filed and became effective on May 16, 2018. In addition to the governance change, the 8-K reports the results of several other matters voted on at the meeting. All director nominees were elected, executive compensation was approved on an advisory basis, and the appointment of the independent registered public accounting firm was ratified. Notably, a separate stockholder proposal regarding special stockholder meetings was not voted on as the proponent did not present it at the meeting.

Key Highlights

  • 1Stockholders approved an amendment to the Restated Certificate of Incorporation to lower the threshold for calling a special meeting from 25% to 20% of outstanding common stock.
  • 2The amendment to the company's charter was filed with the Secretary of State of Delaware on May 16, 2018, making it effective.
  • 3All director nominees presented at the 2018 Annual Meeting were elected for terms expiring at the 2019 Annual Meeting.
  • 4An advisory resolution to approve the executive officer compensation was approved by a majority of votes cast.
  • 5The appointment of the company's independent registered public accounting firm for 2018 was ratified by a significant majority.
  • 6A separate stockholder proposal concerning special stockholder meetings was not voted on because the proponent did not present it at the meeting.

Frequently Asked Questions

The most significant change is the reduction of the ownership threshold required for stockholders to call a special meeting. It has been lowered from 25% to 20% of the company's outstanding common stock.

The amendment was filed with the Secretary of State of Delaware on May 16, 2018, and was effective as of that date.

Yes, all director nominees were elected, the executive compensation plan was approved on an advisory basis, and the company's independent auditor was ratified. However, a separate proposal related to special meetings by a stockholder was not voted on.

The filing indicates that stockholders holding 20% or more of the company's outstanding common stock will have the ability to cause the company to call a special meeting, subject to certain requirements. This is a reduction from the previous 25% threshold.