01—Abstract
Summary
Summary of the 8-K filed May 20, 2025. Cited figures are marked; the original filing is the authoritative source.
Labcorp Holdings Inc. filed this Form 8-K to report the results of its 2025 Annual Meeting of Shareholders, held May 15, 2025.
Shareholders approved the Labcorp Holdings Inc. 2025 Omnibus Incentive Plan and the 2025 Employee Stock Purchase Plan (2025 ESPP), with full descriptions set out in the company's April 4, 2025 proxy statement. The copies of both plans are filed as Exhibits 10.1 and 10.2. At the meeting, 76,049,607 of the 83,668,573 shares outstanding and entitled to vote as of the March 20, 2025 record date were represented, constituting a quorum.
All ten director nominees were elected to terms expiring at the 2026 Annual Meeting. Shareholders also approved the named executive officer compensation on an advisory basis, with 64,147,316 votes for and 5,634,146 against, and ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2025, with 75,696,303 votes for and 297,066 against. For investors, the filing's main substance is the approval of new equity compensation vehicles and the confirmation of board and auditor appointments.
Vote tallies show that several director nominees received notably more votes against than others, while the say-on-pay and plan proposals passed by clear margins. The filing does not discuss financial results or operating developments.
02—Key points
Key Highlights
- Shareholders approved the 2025 Omnibus Incentive Plan: 65,957,167 votes for, 3,916,664 against, 209,817 abstentions, and 5,965,959 broker non-votes.
- Shareholders approved the 2025 Employee Stock Purchase Plan: 69,852,552 votes for, 111,189 against, 119,907 abstentions, and 5,965,959 broker non-votes.
- All ten director nominees were elected to terms expiring at the 2026 Annual Meeting; Kathryn E. Wengel and Paul B. Rothman had the highest vote totals, while Adam H. Schechter received 5,641,829 votes against.
- Advisory say-on-pay vote passed with 64,147,316 votes for and 5,634,146 against.
- Deloitte & Touche LLP was ratified as the independent registered public accounting firm for the year ending December 31, 2025, with 75,696,303 votes for and 297,066 against.
- Holders of 76,049,607 of 83,668,573 outstanding shares were present in person or by proxy, constituting a quorum.
03—Questions
Frequently Asked Questions
What did shareholders approve at the 2025 Annual Meeting?
Shareholders approved the 2025 Omnibus Incentive Plan and the 2025 Employee Stock Purchase Plan, elected ten directors, approved named executive officer compensation on an advisory basis, and ratified Deloitte & Touche LLP as the independent auditor for 2025.
Where can I find the details of the new equity plans?
Descriptions are in the April 4, 2025 proxy statement under “Proposal Three” (Omnibus Incentive Plan) and “Proposal Four” (2025 ESPP). Full copies of the plans are attached as Exhibits 10.1 and 10.2 to this 8-K.
How many shares were eligible to vote and how many participated?
As of the March 20, 2025 record date, there were 83,668,573 shares of common stock outstanding and entitled to vote. Holders of 76,049,607 shares were represented in person or by proxy at the meeting.
Were any director nominees met with significant opposition?
Adam H. Schechter received 5,641,829 votes against and 64,389,315 for, and Kerrii B. Anderson received 3,508,186 against. Several other nominees received between roughly 38,000 and 3.4 million votes against. All nominees were elected.
Did the filing report any financial results?
No. This 8-K reports only the outcome of shareholder votes and the approval of compensation plans; it does not include financial results or operating information.
04—Continue