8-K 1 dgx0513198-k.htm 8-K Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 

FORM 8-K
 

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): May 13, 2019
 
Quest Diagnostics Incorporated
(Exact Name of Registrant as Specified in Its Charter)
 

Delaware
(State or other jurisdiction of incorporation)

001-12215
 
16-1387862
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
 
500 Plaza Drive
Secaucus, NJ
 
07094
(Address of principal executive offices)
 
(Zip Code)
 
 
 
(973) 520-2700
(Registrant's telephone number, including area code)

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Securities registered pursuant to Section 12(b) of the Act
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 Par Value
DGX
New York Stock Exchange



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

By-laws

On May 13, 2019, the Board of Directors of Quest Diagnostics Incorporated (the “Company”) amended the Company’s Amended and Restated By-laws (the “By-Laws”) to clarify the Board’s intent that the Chief Executive Officer can remove any officer at any time. The foregoing summary is qualified in its entirety by the By-Laws filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

(a)           The following is a summary of the voting results for each matter presented to the stockholders at the 2019 Annual Meeting of Stockholders which was held on May 14, 2019.

(b)           The following nominees for the office of director were elected for terms expiring at the 2020 Annual Meeting of Stockholders, by the following votes:
 
For
 
Against
 
Abstain
 
Broker Non-Vote
 
 
 
 
 
 
 
 
Vicky B. Gregg
110,842,703
 
1,019,687
 
461,701
 
9,866,496
 
 
 
 
 
 
 
 
Timothy L. Main
110,572,556
 
1,247,554
 
503,980
 
9,866,497
 
 
 
 
 
 
 
 
Denise M. Morrison
111,159,964
 
701,454
 
462,673
 
9,866,496
 
 
 
 
 
 
 
 
Gary M. Pfeiffer
106,408,224
 
5,426,094
 
489,770
 
9,866,499
 
 
 
 
 
 
 
 
Timothy M. Ring
108,594,019
 
3,242,177
 
487,892
 
9,866,499
 
 
 
 
 
 
 
 
Stephen H. Rusckowski
106,667,740
 
4,954,916
 
701,433
 
9,866,498
 
 
 
 
 
 
 
 
Daniel C. Stanzione
104,551,105
 
7,281,423
 
491,561
 
9,866,498
 
 
 
 
 
 
 
 
Helen I. Torley
110,933,525
 
900,126
 
490,440
 
9,866,496
 
 
 
 
 
 
 
 
Gail R. Wilensky
107,143,860
 
4,718,532
 
461,697
 
9,866,498

The advisory resolution to approve the executive officer compensation disclosed in the Company’s 2019 Proxy Statement was approved by the following votes:
For
 
Against
 
Abstain
 
Broker Non-Vote
103,053,055
 
8,674,384
 
596,642
 
9,866,506

The ratification of the appointment of the Company’s independent registered public accounting firm for 2019 was approved by the following votes:
For
 
Against
 
Abstain
 
 
117,072,678
 
4,514,606
 
603,303
 
 
The amendment to the Company's Amended and Restated Employee Long-Term Incentive Plan was approved by the following votes:
For
 
Against
 
Abstain
 
Broker Non-Vote
91,920,081
 
 
19,774,319
 
 
629,683
 
 
9,866,504
 




Item 9.01 Financial Statements and Exhibits


Signature
    
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

May 17, 2019


QUEST DIAGNOSTICS INCORPORATED



By:    /s/ William J. O'Shaughnessy, Jr.
William J. O'Shaughnessy, Jr.
Secretary