LABORATORY CORP OF AMERICA HOLDINGS false 0000920148 --12-31 0000920148 2020-07-07 2020-07-07

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): July 7, 2020

 

LABORATORY CORPORATION OF AMERICA HOLDINGS

(Exact name of registrant as specified in Charter)

 

Delaware

 

1-11353

 

13-3757370

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

358 South Main Street,

Burlington, North Carolina

 

27215

(Address of principal executive offices)

 

(Zip Code)

336-229-1127

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

 

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:

  Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  Pre-commencement communication 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, $0.10 par value

 

LH

 

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.  

 

 


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

On July 7, 2020, the Board of Directors (the “Board”) of Laboratory Corporation of America® Holdings (“LabCorp”) approved an amendment (the “Amendment”) to LabCorp’s Amended and Restated By-laws (the “By-laws”), effective as of such date, to lower the threshold ownership requirement for shareholders to request that the Board call a special meeting of shareholders from at least 25% to at least 10% of LabCorp’s voting stock, subject to the requirements and procedures set forth in the By-laws.

The foregoing description of the Amendment is qualified in its entirety by the full text of the Amendment, filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

         
 

3.1

   

Amendment to the Amended and Restated By-laws of Laboratory Corporation of America Holdings (adopted and effective July 7, 2020).

         
 

104

   

Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES

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.

LABORATORY CORPORATION OF AMERICA HOLDINGS               

Registrant                                                   

Date: July 7, 2020

 

 

By:

 

/s/ Sandra van der Vaart

 

 

 

Sandra van der Vaart

 

 

 

Executive Vice President, Chief Legal Officer and Corporate Secretary