8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

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

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): August 16, 2021

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):

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company 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 ☐

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. ☐

Explanatory Note

This Form 8-K/A is being filed as an amendment (“Amendment No. 1”) to the current report on Form 8-K filed by Quest Diagnostics Incorporated (the “Company”) with the Securities and Exchange Commission on August 17, 2021 (the “Original Filing”). The sole purpose of this Amendment No. 1 is to add Inline eXtensible Business Reporting Language (“XBRL”) tagging to the cover page and to furnish Exhibit 104 relating to the same. No other changes have been made to the Original Filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)    On August 16, 2021, the Board increased its size from 9 to 10 directors. After considering the recommendation of the Board's Governance Committee, the Board elected Tracey C. Doi, Chief Financial Officer and Group Vice President of Toyota Motor North America, to fill the resulting vacancy, effective immediately.

The Board determined that Ms. Doi is an independent director pursuant to the New York Stock Exchange listing standards and the Company’s independence guidelines, as set forth in its corporate governance principles.

The Board appointed Ms. Doi to serve on the Board’s Audit and Finance and Cybersecurity Committees.

Ms. Doi will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation practices described in the Company’s proxy statement for its annual meeting of stockholders, filed April 8, 2021. As part of that compensation, Ms. Doi received a one-time grant of restricted share units valued at $135,617 upon becoming a member of the Company’s Board.

A copy of the Company’s press release announcing the election is attached hereto as exhibit 99.1 and is hereby incorporated by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

99.1 Press release dated August 17, 2021.

104 The cover page from this current report on Form 8-K, formatted in Inline XBRL.

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.

August 19, 2021

QUEST DIAGNOSTICS INCORPORATED

By: /s/ William J. O’Shaughnessy, Jr.

William J. O’Shaughnessy, Jr.

Deputy General Counsel and Secretary

EX-99.1

EX 99.1

Quest Diagnostics Elects Tracey C. Doi to Board of Directors

SECAUCUS, N.J., August 17, 2021 /PRNewswire/ -- Quest Diagnostics (NYSE: DGX), the world's leading provider of diagnostic information services, today announced that its Board of Directors has elected Ms. Tracey C. Doi to serve as a director. Including Ms. Doi, the company's Board has 10 members.

Ms. Doi is the Chief Financial Officer of Toyota Motor North America, where she is responsible for accounting, finance, tax and enterprise strategy.As an executive member of the North America Management Committee, Ms. Doi sets strategy and mid-to-long-term business plans, and drives initiatives to increase competitiveness in manufacturing, sales, marketing, digital technology and supply chain.She is a change agent skilled in strategic planning, business analytics, enterprise systems, risk and corporate governance.

"As a financial expert with decades of strategic operational experience in large, complex companies, Tracey’s insights will be helpful as we continue to grow and strengthen our capabilities in the evolving health care landscape," said Steve Rusckowski, Chairman, CEO and President. "We are pleased to welcome her to our Board."

Timothy M. Ring, Lead Independent Director, added: "Tracey brings strong leadership, innovation and collaboration skills to our Board. We are fortunate that she has joined our Board."

Ms. Doi serves as an independent trustee of SunAmerica Series Trust and Season Series Trust, and on the board of City National Bank, a Royal Bank of Canada Company.She served on the Federal Reserve Bank of San Francisco Economic Advisory Council from 2009 to 2016.Ms. Doi is an active board member of the National Asian American Pacific Islander Chamber of Commerce, 50/50 Women on Boards, and the Japanese American National Museum.

About Quest Diagnostics Quest Diagnostics empowers people to take action to improve health outcomes. Derived from the world's largest database of clinical lab results, our diagnostic insights reveal new avenues to identify and treat disease, inspire healthy behaviors and improve health care management. Quest annually serves one in three adult Americans and half the physicians and hospitals in the United States, and our nearly 50,000 employees understand that, in the right hands and with the right context, our diagnostic insights can inspire actions that transform lives. www.QuestDiagnostics.com

CONTACT: For further information: Dennis Moynihan, Quest Diagnostics (Media): 973-520-2800, Shawn Bevec, Quest Diagnostics (Investors): 973-520-2900

XML

Cover	Aug. 16, 2021
Cover [Abstract]
Document Type	8-K/A
Document Period End Date	Aug. 16, 2021
Entity Registrant Name	Quest Diagnostics Inc
Entity Incorporation, State or Country Code	DE
Entity File Number	001-12215
Entity Tax Identification Number	16-1387862
Entity Address, Address Line One	500 Plaza Drive
Entity Address, City or Town	Secaucus,
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07094
City Area Code	(973)
Local Phone Number	520-2700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 Par Value
Trading Symbol	DGX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001022079
Amendment Flag	true
Amendment Description	This Form 8-K/A is being filed as an amendment (“Amendment No. 1”) to the current report on Form 8-K filed by Quest Diagnostics Incorporated (the “Company”) with the Securities and Exchange Commission on August 17, 2021 (the “Original Filing”). The sole purpose of this Amendment No. 1 is to add Inline eXtensible Business Reporting Language (“XBRL”) tagging to the cover page and to furnish Exhibit 104 relating to the same. No other changes have been made to the Original Filing.