01—Abstract
Summary
Summary of the 8-K filed May 26, 2026. Cited figures are marked; the original filing is the authoritative source.
Labcorp Holdings Inc. filed this Current Report under Item 5.07 to disclose the results of its 2026 Annual Meeting of Shareholders.
As of the March 26, 2026 record date, 82,187,046 shares of common stock were outstanding and entitled to vote, and holders of 76,382,627 shares were represented in person or by proxy, constituting a quorum. The vote results are described as final, as certified by the Inspector of Elections. Shareholders elected all eleven director nominees listed in the proxy statement filed April 10, 2026, each to a term expiring at the 2027 Annual Meeting.
Support was generally strong, with most nominees receiving well over 65 million votes for. Garheng Kong, M.D., Ph.D. received the lowest support, with 50,153,535 votes for and 20,110,931 votes against. Several other directors received between roughly 2.7 million and 5.3 million votes against.
Shareholders also approved, on an advisory basis, the compensation of the named executive officers, with 66,519,291 votes for and 3,735,777 votes against. Shareholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 76,291,589 votes for and 53,650 votes against.
02—Key points
Key Highlights
- Quorum was met, with 76,382,627 shares represented out of 82,187,046 shares outstanding and entitled to vote as of the March 26, 2026 record date.
- All eleven director nominees were elected to terms expiring at the 2027 Annual Meeting.
- Garheng Kong, M.D., Ph.D. had the weakest director support, with 50,153,535 votes for and 20,110,931 votes against.
- Shareholders approved the advisory say-on-pay proposal on named executive officer compensation, with 66,519,291 votes for and 3,735,777 votes against.
- Shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2026, with 76,291,589 votes for and 53,650 votes against.
- Broker non-votes of 5,823,412 were recorded on the director election and say-on-pay proposals.
03—Questions
Frequently Asked Questions
Who was elected to the Labcorp Board of Directors at the 2026 Annual Meeting?
Shareholders elected Adam H. Schechter, Kerrii B. Anderson, Victor Bulto, Jeffrey A. Davis, Kirsten M. Kliphouse, Garheng Kong, M.D., Ph.D., Peter M. Neupert, Richelle P. Parham, Paul B. Rothman, M.D., John H. Sampson, M.D., Ph.D., and Kathryn E. Wengel. Each term expires at the 2027 Annual Meeting or when a successor is elected and qualified.
Did any director receive notably lower shareholder support?
Garheng Kong, M.D., Ph.D. received 50,153,535 votes for and 20,110,931 votes against, the largest number of against votes among the nominees. Adam H. Schechter, Kerrii B. Anderson, and Peter M. Neupert each received more than 4.5 million votes against, and Richelle P. Parham received 2,757,710 votes against. The other nominees received fewer than 400,000 votes against each.
How did shareholders vote on executive compensation?
In an advisory, non-binding vote, shareholders approved the compensation of the named executive officers, with 66,519,291 votes for, 3,735,777 votes against, 304,147 abstentions, and 5,823,412 broker non-votes.
Was the independent auditor approved?
Yes. Shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026, with 76,291,589 votes for, 53,650 votes against, and 37,388 abstentions.
Was a quorum present at the meeting?
Yes. Holders of 76,382,627 shares of the Company's issued and outstanding common stock were represented in person or by proxy, which constituted a quorum. The record date for voting was March 26, 2026, when 82,187,046 shares were outstanding and entitled to vote.
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