8-KLeadership ChangesRegulation FDOther Events+1

QUEST DIAGNOSTICS INC 8-K Report, Executive Changes (Feb 23, 2021)

Filed February 23, 2021For Securities:DGX

Summary

Quest Diagnostics Incorporated (DGX) filed an 8-K on February 23, 2021, primarily to announce significant changes to its Board of Directors leadership. Dr. Daniel C. Stanzione, the current Lead Independent Director, has decided not to stand for re-election at the upcoming 2021 Annual Meeting of Stockholders. His departure marks the end of his tenure, during which he held key leadership positions including Chair of the Executive and Governance Committees and membership on the Audit and Finance and Cybersecurity Committees. In response to Dr. Stanzione's decision, the Board's independent directors have appointed Timothy M. Ring to succeed Dr. Stanzione as the Lead Independent Director, effective at the Annual Meeting. Mr. Ring will also assume the Chairmanship of the Governance and Executive Committees. Additionally, Ms. Vicky B. Gregg has been appointed to Chair the Board's Compensation Committee, also effective from the Annual Meeting. These leadership transitions are designed to ensure continuity and maintain strong governance as the company moves forward.

Key Highlights

  • 1Dr. Daniel C. Stanzione will not seek re-election to the Board of Directors at the May 21, 2021 Annual Meeting.
  • 2Dr. Stanzione currently holds significant leadership roles: Lead Independent Director, Chair of Executive Committee, Chair of Governance Committee, and member of Audit & Finance and Cybersecurity Committees.
  • 3Timothy M. Ring has been selected to become the new Lead Independent Director, effective at the Annual Meeting.
  • 4Timothy M. Ring will also chair the Governance and Executive Committees.
  • 5Vicky B. Gregg has been appointed to chair the Compensation Committee, effective at the Annual Meeting.
  • 6The changes are effective upon the conclusion of the 2021 Annual Meeting of Stockholders.
  • 7The filing includes a press release announcing these board leadership changes.

Frequently Asked Questions

Dr. Stanzione has decided not to stand for re-election at the upcoming 2021 Annual Meeting of Stockholders. The filing does not specify a reason beyond his decision not to seek re-election.

Timothy M. Ring has been appointed to succeed Dr. Stanzione as the Lead Independent Director, effective at the 2021 Annual Meeting of Stockholders.

Yes, Timothy M. Ring will also chair the Governance and Executive Committees, and Vicky B. Gregg will chair the Compensation Committee, both effective from the Annual Meeting.

The appointments of Timothy M. Ring as Lead Independent Director and committee chair, and Vicky B. Gregg as Compensation Committee chair, will be effective as of the Company's 2021 Annual Meeting of Stockholders, scheduled for May 21, 2021.