01—Abstract
Summary
Summary of the 8-K filed May 16, 2024. Cited figures are marked; the original filing is the authoritative source.
At its 2024 Annual Meeting, held May 14, 2024, Laboratory Corporation of America Holdings (now Labcorp Holdings Inc.) reported that holders of 77,058,074 of its 84,125,885 outstanding common shares, as of the March 20, 2024 record date, were represented in person or by proxy, constituting a quorum.
The vote results are final as certified by the Inspector of Elections. The Proxy Statement, filed April 4, 2024, describes the proposals in detail. Shareholders elected all ten nominees to the Board for terms expiring at the 2025 Annual Meeting.
Kathryn E. Wengel drew the weakest support, with 45,457,646 votes for and 25,179,174 against, while the other nine nominees each received far more votes for than against. Shareholders also approved, on an advisory basis, the compensation of the named executive officers, with 65,007,331 votes for and 5,566,884 against.
They ratified Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2024, with 76,120,507 votes for and 832,250 against. Two shareholder proposals were not approved: one on a shareholder opportunity to vote on excessive golden parachutes (5,219,140 for, 65,530,226 against) and one seeking an annual Board report on the transport of nonhuman primates within the United States (5,787,586 for, 64,071,818 against). A third proposal, requesting a Board report on the risks of fulfilling information requests, was withdrawn by its proponent and was not presented at the meeting.
02—Key points
Key Highlights
- Annual Meeting held May 14, 2024, with 77,058,074 of 84,125,885 eligible shares represented, establishing a quorum
- All ten director nominees were elected to terms expiring at the 2025 Annual Meeting; Kathryn E. Wengel received 45,457,646 votes for and 25,179,174 against, the closest vote in the slate
- Advisory say-on-pay proposal approved with 65,007,331 votes for and 5,566,884 against
- Deloitte & Touche LLP ratified as independent registered public accounting firm for fiscal 2024 with 76,120,507 votes for and 832,250 against
- Shareholder proposal on excessive golden parachutes not approved (5,219,140 for, 65,530,226 against)
- Shareholder proposal for an annual Board report on nonhuman primate transport in the United States not approved (5,787,586 for, 64,071,818 against)
- Shareholder proposal on a Board report regarding risks of fulfilling information requests withdrawn and not presented
03—Questions
Frequently Asked Questions
How many shares were eligible to vote at the 2024 Annual Meeting?
As of the March 20, 2024 record date, there were 84,125,885 shares of common stock issued and outstanding and entitled to vote.
Did shareholders approve the executive compensation program?
Yes. In an advisory, non-binding vote, shareholders approved the compensation of the named executive officers with 65,007,331 votes for, 5,566,884 against, 228,974 abstentions, and 6,254,885 broker non-votes.
Who was re-elected to the Board, and was any nominee's support notably weaker than the others?
All ten nominees listed in the Proxy Statement were elected to terms expiring at the 2025 Annual Meeting. Kathryn E. Wengel had the most votes against her, at 25,179,174, compared with 45,457,646 for. Adam H. Schechter (66,696,331 for, 3,866,647 against) and Peter M. Neupert (67,187,525 for, 3,507,269 against) also drew more opposition than the other nominees.
Which shareholder proposals were rejected or withdrawn?
Shareholders did not approve a proposal on the opportunity to vote on excessive golden parachutes or a proposal requesting an annual Board report on nonhuman primate transport within the United States. A proposal for a Board report on the risks of fulfilling information requests was withdrawn by its proponent and not presented.
04—Continue