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QUEST DIAGNOSTICS INC 8-K Report, Bylaw Amendment (May 17, 2019)

Filed May 17, 2019For Securities:DGX

Summary

Quest Diagnostics Incorporated (DGX) filed an 8-K on May 17, 2019, primarily detailing outcomes from its 2019 Annual Meeting of Stockholders. The meeting, held on May 14, 2019, saw the re-election of all incumbent directors, indicating strong shareholder confidence in the current board leadership. Additionally, shareholders approved the executive compensation as disclosed in the proxy statement and ratified the appointment of the company's independent registered public accounting firm for 2019. The amendment to the Company's Amended and Restated Employee Long-Term Incentive Plan also received shareholder approval. In addition to the shareholder vote outcomes, the Board of Directors amended the Company's By-laws on May 13, 2019. This amendment clarifies the Chief Executive Officer's authority to remove any officer at any time, reinforcing management's operational flexibility. Investors can view the updated By-laws as Exhibit 3.1 to this filing.

Key Highlights

  • 1All incumbent directors were re-elected at the 2019 Annual Meeting of Stockholders, signifying shareholder support for the board.
  • 2Shareholders approved the executive compensation as outlined in the 2019 Proxy Statement.
  • 3The appointment of the company's independent registered public accounting firm for 2019 was ratified by stockholders.
  • 4An amendment to the Company's Amended and Restated Employee Long-Term Incentive Plan was approved by shareholders.
  • 5The Company's Amended and Restated By-laws were updated to clarify the CEO's authority to remove officers at any time.
  • 6The voting results for each director nominee showed strong support, with 'For' votes significantly outweighing 'Against' votes and broker non-votes across the board.

Frequently Asked Questions

The key outcomes include the re-election of all director nominees, the approval of executive compensation, the ratification of the independent registered public accounting firm, and the approval of an amendment to the Employee Long-Term Incentive Plan.

Yes, the Board of Directors amended the Company's By-laws to clarify that the Chief Executive Officer has the authority to remove any officer at any time. This amendment was made on May 13, 2019.

The advisory resolution to approve the executive officer compensation was approved by a significant majority of shareholders, with over 103 million 'For' votes compared to approximately 8.7 million 'Against' votes.

This amendment clarifies and reinforces the CEO's authority to make executive appointments and removals, providing management with greater flexibility in structuring the leadership team.