8-KLeadership ChangesExhibits & Filings

QUEST DIAGNOSTICS INC 8-K Report, Executive Changes (Feb 22, 2019)

Filed February 22, 2019For Securities:DGX

Summary

Quest Diagnostics Incorporated (DGX) filed an 8-K on February 22, 2019, announcing key changes to its Board of Directors. Two long-serving directors, Jenne K. Britell and Jeffrey M. Leiden, will not seek re-election and will retire at the May 14, 2019, Annual Stockholders Meeting. Their departure marks the end of their current terms on the Board. Concurrently, the Board has expanded its size from 10 to 11 directors and appointed Denise M. Morrison as a new independent director. Ms. Morrison, formerly President and CEO of Campbell Soup Company, brings significant executive experience. She has been appointed to serve on the Board's Compensation and Quality, Safety and Compliance Committees. Her compensation will follow the standard non-employee director practices, including a restricted share unit grant valued at $42,000.

Key Highlights

  • 1Two directors, Jenne K. Britell and Jeffrey M. Leiden, will retire from the Board at the May 14, 2019 Annual Stockholders Meeting.
  • 2The Board of Directors has been expanded from 10 to 11 members.
  • 3Denise M. Morrison has been elected as a new independent director.
  • 4Ms. Morrison previously served as President and CEO of Campbell Soup Company.
  • 5Ms. Morrison has been appointed to the Compensation and Quality, Safety and Compliance Committees.
  • 6Ms. Morrison received a one-time grant of restricted share units valued at $42,000 upon joining the Board.
  • 7The changes are effective immediately for Ms. Morrison's appointment, with director retirements occurring at the upcoming annual meeting.

Frequently Asked Questions

The filing states that Jenne K. Britell and Jeffrey M. Leiden informed the Company of their decisions to not seek re-election at the 2019 Annual Stockholders Meeting and will retire from the Board effective as of that meeting when their current terms expire. No specific reasons for their departures were provided beyond the completion of their terms.

Denise M. Morrison is a new independent director elected to the Quest Diagnostics Board. She is the former President and Chief Executive Officer of Campbell Soup Company, bringing extensive executive leadership experience.

Ms. Morrison has been appointed to serve on the Board's Compensation Committee and the Quality, Safety and Compliance Committee.

Ms. Morrison will receive compensation in accordance with the Company's standard practices for non-employee directors, as outlined in the company's proxy statement. This includes a one-time grant of restricted share units valued at $42,000.