8-KShareholder Matters

QUEST DIAGNOSTICS INC 8-K Report, Shareholder Vote Results (May 20, 2022)

Filed May 20, 2022For Securities:DGX

Summary

Quest Diagnostics Inc. (DGX) filed an 8-K on May 20, 2022, reporting the results of its 2022 Annual Meeting of Stockholders held on May 18, 2022. The meeting primarily focused on shareholder votes regarding director elections, executive compensation, auditor ratification, and amendments to the company's charter. All director nominees were elected with strong support. Additionally, shareholders approved the advisory resolution on executive compensation and ratified the appointment of PricewaterhouseCoopers as the independent auditor.

Key Highlights

  • 1All incumbent director nominees were re-elected to the board with substantial majority support.
  • 2Shareholders approved the advisory resolution on 'Say-on-Pay,' indicating general support for the company's executive compensation policies.
  • 3The appointment of PricewaterhouseCoopers LLP as Quest Diagnostics' independent registered public accounting firm for the fiscal year 2022 was ratified with strong approval.
  • 4An amendment to the Restated Certificate of Incorporation to allow stockholders to act by non-unanimous written consent was approved.
  • 5An amendment to permit stockholders holding 15% or more of the common stock to call special meetings was also approved.
  • 6A separate stockholder proposal regarding the right to call special meetings of stockholders was NOT approved by shareholders.

Frequently Asked Questions

Yes, all director nominees presented at the 2022 Annual Meeting of Stockholders were elected by a significant margin of votes.

Yes, the advisory resolution to approve the executive officer compensation, as disclosed in the 2022 Proxy Statement, was approved by shareholders.

Yes, the appointment of PricewaterhouseCoopers as the independent registered public accounting firm for 2022 was ratified by a strong majority of the votes cast.

Yes, two amendments to the Restated Certificate of Incorporation were approved: one to allow stockholders to act by non-unanimous written consent, and another to permit stockholders holding 15% or more of the common stock to call special meetings. However, a separate stockholder proposal seeking the right to call special meetings was not approved.