UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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LABORATORY CORPORATION OF AMERICA HOLDINGS

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Laboratory Corporation of America^® Holdings

358 South Main Street

Burlington, NC 27215

Telephone: 336-229-1127

April 4, 2014

Dear Shareholder:

I hope you will join us at the 2014 Annual Meeting of Shareholders of Laboratory Corporation of America Holdings. The meeting will be held at The Paramount Theater, 128 East Front Street, Burlington, NC 27215, on Wednesday, May 14, 2014 at 9:00 a.m.

At the Annual Meeting, we will ask you to elect our Board of Directors, approve, on a non-binding advisory basis, executive compensation, and ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2014. We will also review the Company’s progress during the past year and discuss any other business matters properly brought before the meeting. The attached Notice of the Annual Meeting and Proxy Statement explains our voting instructions and procedures, describes the business that will be conducted at the Annual Meeting and provides information about the Company that you should consider when you vote your shares.

In reviewing the Proxy Statement you will find detailed information about the qualifications of our director nominees and why we believe they are the right people to represent you beginning on page 18. In addition, as reflected by the Summary of Executive Compensation on page 4 and the Compensation Discussion and Analysis beginning on page 22, you will see that in 2013 we continued our efforts begun in 2012 to improve the design of our executive compensation program.

Management and our Compensation Committee initiated a complete review of our executive compensation program in connection with the shareholder say-on-pay vote at our 2012 Annual Meeting. This review included direct outreach to the Company’s major institutional investors (representing the ownership of approximately 79 percent of the Company’s outstanding shares) in advance of setting 2013 compensation for the express purpose of better understanding and responding to shareholder concerns related to compensation. Through this engagement with our shareholders, review of emerging best practices, and analysis and review by Cook & Co., the Compensation Committee’s independent compensation consultant, the Committee determined to further demonstrate its commitment to a pay for performance culture, and took the following actions in addition to others:

• changed the mix of 2013 long-term incentive awards to increase the emphasis on performance share awards relative to other forms of long-term incentives, so that performance shares represented 70 percent of the target value of long-term awards versus 40 percent in 2012;

• enhanced the focus on the utilization of relative total shareholder return as a long-term incentive performance measure, so that relative total shareholder return (TSR) reflected 35 percent of the 2013 performance share awards versus 20 percent in 2012 (relative TSR is calculated based upon the S&P Healthcare Index, a broad and objective group of healthcare companies);

• eliminated stock options as a form of long-term incentive for our 2013 long-term incentive awards; and

• froze, at my request, the base salary for the Chief Executive Officer for 2013.

These changes reflect the Compensation Committee’s commitment to responding to shareholder feedback, structuring pay for performance, and incentivizing executives to achieve superior financial results and create shareholder value. We hope you recognize the value of our approach to executive compensation and will provide your endorsement when voting.

Your vote is very important to us. Whether or not you plan to attend the meeting in person, it is important that your shares are represented and voted at the meeting. I urge you to promptly vote and submit your proxy via the Internet, by phone, or, if you receive paper copies of the proxy materials by mail, by following the instructions on the proxy card or voting instruction card. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy.

On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in LabCorp. We look forward to your participation during the 2014 Annual Meeting.

Sincerely,

 

David P. King

Chairman of the Board, President and

Chief Executive Officer

Notice of 2014 Annual Meeting of Shareholders

Wednesday, May 14, 2014

9:00 a.m., Eastern Daylight Time

The Paramount Theater, 128 East Front Street, Burlington, North Carolina 27215.

ITEMS OF BUSINESS:

1.	To elect directors from among the nominees described in the attached Proxy Statement.
2.	To approve, on a non-binding advisory basis, executive compensation.
3.	To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2014.
4.	To consider any other business properly brought before the Annual Meeting.

RECORD DATE:

March 17, 2014. Only shareholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting.

PROXY VOTING:

Your vote is important. We encourage you to mark, date, sign and return the enclosed proxy/voting instruction card or, if you prefer, to vote by telephone or by using the Internet.

April 4, 2014

By Order of the Board of Directors

 

F. Samuel Eberts III

Secretary

Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on May 14, 2014. Our Proxy Statement and Annual Report to Shareholders are available at www.proxyvote.com.

Table of Contents

GENERAL INFORMATION		6
CORPORATE GOVERNANCE		9
DIRECTOR COMPENSATION		16
PROPOSAL ONE	Election of Directors	18
EXECUTIVE OFFICERS		21
COMPENSATION DISCUSSION AND ANALYSIS		22
COMPENSATION COMMITTEE REPORT		36
EXECUTIVE COMPENSATION		37
PROPOSAL TWO	Advisory Vote to Approve Executive Compensation	48
PROPOSAL THREE	Ratification of Independent Registered Public Accounting Firm	50
AUDIT COMMITTEE REPORT		51
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT		52
OTHER MATTERS		53

Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.

Annual Meeting of Shareholders

Date and Time:	9:00 a.m. on Wednesday, May 14, 2014, Eastern Daylight Time
Place:	The Paramount Theater
	128 East Front Street
	Burlington, North Carolina 27215
Record Date:	March 17, 2014
Voting:	Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.

Voting Matters and Vote Recommendation (page 7)

The following table summarizes the proposals to be considered at the Annual Meeting and the Board’s voting recommendation with respect to each proposal.

Proposals	Board Vote Recommendation
Election of Directors	FOR EACH NOMINEE
Advisory vote to approve executive compensation	FOR
Ratification of PricewaterhouseCoopers LLP as independent auditor for 2014	FOR

How to Cast Your Vote (page 8)

You can cast your votes by any of the following methods:

• Internet (www.proxyvote.com) until 11:59 p.m., Eastern Daylight Time on Tuesday, May 13, 2014;

• Telephone (1-800-690-6903) until 11:59 p.m., Eastern Daylight Time on Tuesday, May 13, 2014;

• Completing, signing and returning your proxy card or voting instruction card so that it is received before the polls close on May 14, 2014; or

• In person at the Annual Meeting –If your shares are held in the name of a broker, nominee or other intermediary, you must bring proof of ownership with you to the meeting.

LABORATORY CORPORATION OF AMERICA HOLDINGS - 2014 Proxy Statement   3

Board Nominees (page 18)

The following table provides summary information about each director nominee.

Name	Age	Director Since	Occupation	Independent	Other Public Boards
David P. King	57	2007	Chairman, President & CEO, Laboratory Corporation of America Holdings		1
Kerrii B. Anderson	56	2006	Former CEO, Wendy’s International, Inc.	X	2
Jean-Luc Bélingard	65	1995	Chairman, bioMérieux, SA	X	2
D. Gary Gilliland	59	2014	Vice Dean & Vice President for Precision Medicine, University of Pennsylvania Perelman School of Medicine	X	0
Garheng Kong	38	2013	Managing Partner, Sofinnova HealthQuest Capital	X	2
Robert E. Mittelstaedt, Jr.	70	1996	Dean Emeritus & Professor, W. P. Carey School of Business at Arizona State University	X	2
Peter M. Neupert	58	2013	Operating Partner, Health Evolution Partners, Inc.	X	0
Adam H. Schechter	49	2013	Executive Vice President, Merck & Co., Inc.	X	0
R. Sanders Williams	65	2007	President, J. David Gladstone Institutes; Professor, University of California San Francisco	X	0

Executive Compensation (page 22)

Pay for Performance (page 26)

LabCorp’s executive compensation program is designed to attract, motivate and retain executives in a highly competitive environment. Our executive compensation philosophy is to pay for performance by rewarding the achievement of specific short-term and long-term operational and strategic goals.

The Company seeks to achieve outstanding performance for our shareholders through a focus on increased revenue, adjusted earnings per share (“EPS”), earnings before interest and taxes (“EBIT”), revenue diversification, and relative total shareholder return compared to the S&P Healthcare Index group of companies. Our compensation program rewards our executives for achieving goals set for these financial measures, and achieving strategic objectives. A substantial majority of the value of the executives’ 2013 compensation opportunity, including performance-based cash compensation and performance shares, is subject to Company and/or individual performance, which provides a strong incentive to drive Company performance and increase shareholder value.

2013 Executive Total Compensation Mix (page 26)

The Compensation Committee takes several factors into consideration when setting executive compensation levels, including:

• competitive data presented by its independent consultant;

• alignment of compensation with growth drivers of the Company’s business; and

• feedback from shareholders.

While the Committee sets total target compensation (base salary plus the target amounts under our annual cash incentive and long-term incentive arrangements) to be competitive in relation to the median peer compensation as reflected in data provided by its independent consultant, the Committee places greater emphasis on the variable or at-risk portion of compensation.

LABORATORY CORPORATION OF AMERICA HOLDINGS - 2014 Proxy Statement   4

For 2013, our continued focus on pay for performance resulted in approximately 67 percent of Mr. King’s 2013 total target compensation being at-risk and performance-based. For the other named executive officers, approximately 55 percent of the average of the 2013 total target compensation was at-risk and performance-based. In 2013, an additional approximately 23 percent of our CEO’s total target compensation and approximately 28 percent of the average total target compensation for our other named executive officers was variable based on performance of the Company’s stock price. The charts below show the mix of pay elements included in total compensation opportunities for 2013 for our Chief Executive Officer and an average for our other named executive officers.

CHIEF EXECUTIVE OFFICER MIX OF PAY ELEMENTS BASED ON TARGET AWARD OPPORTUNITIES	OTHER NAMED EXECUTIVE OFFICERS MIX OF PAY ELEMENTS BASED ON TARGET AWARD OPPORTUNITIES

Advisory Vote to Approve Executive Compensation (page 48)

We ask that our shareholders approve the advisory resolution to approve executive compensation. In addition to the pay for performance philosophy discussed above, the redesign of our executive compensation in 2012 and the further steps taken in 2013 in response to shareholder feedback, our executive compensation program contains the following features that further align the interests of our executives with those of our shareholders:

• stock ownership guidelines requiring our executive officers to own a significant amount of our stock;

• prohibition on pledging and hedging with respect to Company stock, including the use of “short sales,” “puts,” “calls” and similar instruments designed to offset the risk of a decline in the value of the Company’s stock;

• our annual incentive cash payment plan does not provide payment without achievement of performance goals, regardless of whether the failure to achieve the performance goals was outside of management’s control;

• the goals in the plan encompass strategic as well as objective financial goals and are tailored to each executive’s scope of responsibility;

• there is a cap on the annual incentive cash payment opportunity even for extraordinary performance so that executives are not provided incentives to take inappropriate risks;

• no employment agreements with the Company’s executive officers, meaning there are no “guaranteed” levels of base salary, incentive cash payment or other forms of compensation;

• limited perquisites, which were largely eliminated in 2011 with no tax gross-ups;

• in circumstances involving a change in control, the Master Senior Executive Severance Plan is a “double trigger” plan, requiring termination following a change in control for severance payments to become due;

• the use of a mix of long-term incentive types, including restricted stock units and performance shares, to focus our executives on long-term performance of the Company;

• a significant portion of long-term incentives (70 percent) are earned only if three-year objective performance goals are met; and

• a clawback provision under the 2012 Omnibus Incentive Plan that requires repayment of awards in the event of an accounting restatement involving certain forms of misconduct.

Auditors (page 50)

We ask that our shareholders ratify the selection of PricewaterhouseCoopers, LLP as our independent auditor for the year ending December 31, 2014. Below is summary information about PricewaterhouseCoopers’ fees for services provided in fiscal years 2013 and 2012.

Year Ended December 31	2013	2012
Audit Fees	$1,430,500	$1,422,700
Audit Related Fees	$49,750	$67,500
Tax Fees	$21,954	$140,000
All Other Fees	$1,800	$1,800
TOTAL	$1,504,004	$1,632,000

LABORATORY CORPORATION OF AMERICA HOLDINGS - 2014 Proxy Statement   5

Proxy Statement

LabCorp is providing you with these proxy materials in connection with its 2014 Annual Meeting of Shareholders (the “Annual Meeting”). The Notice of Internet Availability of Proxy Materials (the “Notice”), this Proxy Statement and LabCorp’s 2013 annual report on Form 10-K (the “2013 Annual Report”) were first mailed to shareholders of record on or about April 4, 2014. As used in this Proxy Statement, “LabCorp,” the “Company” and “we” may refer to Laboratory Corporation of America Holdings itself, one or more of its subsidiaries, or Laboratory Corporation of America Holdings and its consolidated subsidiaries, as applicable.

GENERAL INFORMATION

2014 Annual Meeting of Shareholders

LabCorp’s 2014 Annual Meeting of Shareholders is scheduled to occur on Wednesday, May 14, 2014 at 9:00 a.m., Eastern Daylight Time. The Annual Meeting will be held at The Paramount Theater, 128 East Front Street, Burlington, North Carolina 27215. All owners of LabCorp’s common stock, par value $0.10 per share (the “Common Stock”), on March 17, 2014, the record date (the “Record Date”), are eligible to receive notice of, and to vote at, the Annual Meeting. Representatives of PricewaterhouseCoopers LLP, Independent auditor for LabCorp for the years ending December 31, 2012 and December 31, 2013, will be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on May 14, 2014

Pursuant to the “notice and access” rules adopted by the Securities and Exchange Commission (the “SEC’), LabCorp has elected to provide access to its proxy materials and the 2013 Annual Report over the Internet and sent the Notice to shareholders of record as of the Record Date on or about March 17, 2014. The Notice is not a form for voting and presents only an overview of the more complete proxy materials, which contain important information about the Annual Meeting. All shareholders may access the proxy materials on the website referred to in the Notice (www.proxyvote.com) and we encourage shareholders to do so prior to submitting their votes. Shareholders may request to receive a printed set of the proxy materials by following the instructions provided in the Notice.

Shareholders may also request to receive future proxy materials in printed form by mail or electronically by e-mail on an ongoing basis by following the instructions on your proxy card or at www.proxyvote.com. Choosing to receive proxy materials by e-mail will save LabCorp the cost of printing and mailing documents and will reduce the impact of LabCorp’s annual meetings on the environment. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.

LABORATORY CORPORATION OF AMERICA HOLDINGS - 2014 Proxy Statement   6

Matters Subject to a Vote of the Shareholders

Current Proposals

The following matters are subject to a vote of the shareholders at the Annual Meeting:

• Election of directors from among the nominees described in the Proxy Statement (see page 18);

• Approval, on a non-binding advisory basis, of compensation for LabCorp’s executives (see page 48); and

• Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2014 (see page 50).

Board Recommendations

The Board of Directors of the Company (the “Board”) recommends that shareholders vote as follows:

• “FOR” the election of each of the nominees for director;

• “FOR” approval, on a non-binding basis, of the compensation for LabCorp’s executives; and

• “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2014.

Other Business

The Board does not intend to bring any other business before the Annual Meeting and is not aware of any other matters to be brought before the meeting. See the section “Other Matters” on page 53 for information about presenting proposals for the 2015 Annual Meeting. Please also see the section “Identification and Evaluation of Director Candidates” on page 10 for information about shareholder nominations to the Board.

Voting Procedures and Solicitation of Proxies

Quorum and Voting Requirements

The Board is soliciting your vote at the Annual Meeting or at any later meeting should the scheduled annual meeting be adjourned or postponed for any reason. By using a proxy, which authorizes specific people to vote on your behalf, your shares can be voted whether or not you attend the Annual Meeting. At least a majority of the total number of shares of Common Stock outstanding on the Record Date must be present in person or by proxy at the Annual Meeting for a quorum to be established. At the close of business on the Record Date, there were 85,017,972 shares of Common Stock issued and outstanding.

Each share of Common Stock is entitled to one vote on each of the director nominees and one vote on each other matter that is properly presented at the Annual Meeting. In accordance with LabCorp’s Amended and Restated By-Laws (the “By-Laws”), director nominees must receive a majority of the votes cast to be elected, which under the By-Laws means that the number of shares voted “FOR” a director must exceed 50 percent of the votes cast with respect to that director. The Board has adopted a policy that a director who does not receive the required vote for election as provided in the By-Laws will submit his or her resignation for consideration by the Board. The affirmative vote of a majority of shares of Common Stock represented at the Annual Meeting and entitled to vote is required for approval of the other proposals noted above. Abstentions will have no effect on the election of the directors, but will have the same effect as a vote against the other proposals scheduled for the Annual Meeting.

LABORATORY CORPORATION OF AMERICA HOLDINGS - 2014 Proxy Statement    7

Voting by Record Holders

If your name is registered in LabCorp’s shareholder records as the owner of shares, there are four ways that you can vote your shares:

•	Over the Internet. Vote at www.proxyvote.com. The Internet voting system is available 24 hours a day until 11:59 p.m. Eastern Daylight Time on Tuesday, May 13, 2014. Once you enter the Internet voting system, you can record, confirm and change your voting instructions.
•	By telephone. Call 1-800-690-6903. The telephone voting system is available 24 hours a day in the United States until 11:59 p.m. Eastern Daylight Time on Tuesday, May 13, 2014. Once you enter the telephone voting system, a series of prompts will tell you how to record, confirm and change your voting instructions.
•	By mail. Mark your voting instructions on the proxy card (if you requested or received one), sign and date it, and return it in the prepaid envelope provided. For your mailed proxy card to be counted, it must be received before the polls close at the Annual Meeting on Wednesday, May 14, 2014.
•	In person. Attend the Annual Meeting, or send a personal representative with an appropriate proxy, in order to vote.
You may change your vote or revoke a proxy at any time prior to the Annual Meeting by:
•	Entering new instructions on either the telephone or Internet voting system before 11:59 p.m. Eastern Daylight Time on Tuesday, May 13, 2014.
•	Sending a new proxy card with a later date than the previously submitted proxy card. The new proxy card must be received before the polls close at the Annual Meeting on Wednesday, May 14, 2014.
•	Writing to LabCorp at 358 South Main Street, Burlington, North Carolina 27215, Attention: F. Samuel Eberts III, Secretary. Your letter should contain the name in which your shares are registered, the date of the proxy you wish to revoke or change, your new voting instructions, if applicable, and your signature. Your letter must be received before the Annual Meeting begins on Wednesday, May 14, 2014.
•	Attending the Annual Meeting and voting in person or sending a personal representative with an appropriate proxy.

All proxies duly executed and received by LabCorp will be voted in accordance with the instructions provided by the person executing the proxy or, in the absence of any instruction, will be voted in accordance with the Board’s recommendations on each proposal. Proxies will have the discretion to vote for or against any other matters that come before the Annual Meeting which are not otherwise specified in the Notice.

Voting by Holders in Street Name

If you hold shares through a bank, broker or other custodian (referred to as shares held “in street name”), the custodian will provide you with a copy of the Proxy Statement and a voting instruction form. Brokers and other holders of record have discretionary authority to vote shares without instructions from beneficial owners only on matters considered “routine” by the New York Stock Exchange, such as the advisory vote on the selection of the independent auditors. On non-routine matters, such as the election of directors, these banks, brokers and other holders of record do not have discretion to vote uninstructed shares and thus are not “entitled to vote” on such proposals, resulting in a broker non-vote for those shares. We encourage you to provide voting instructions so that your shares can be counted in the election of directors and the other matters to be considered at the Annual Meeting.

Proxy Expenses

LabCorp will bear the expenses to prepare proxy materials and to solicit proxies for the Annual Meeting. LabCorp expects to reimburse banks, brokers, and other persons for their reasonable, out-of-pocket expenses in handling proxy materials for beneficial owners. LabCorp has also retained Morrow and Co., LLC for solicitation of holders of record as well as non-objecting beneficial owners. LabCorp paid Morrow and Co., LLC a fee of approximately $9,000 for these services, plus reimbursement of expenses.

Results of the Annual Meeting

The voting results of the Annual Meeting will be published no later than four business days after the Annual Meeting on a Form 8-K filed with the SEC.

LABORATORY CORPORATION OF AMERICA HOLDINGS - 2014 Proxy Statement    8

CORPORATE GOVERNANCE

Board Structure and Independence

We have a strong governance structure to ensure Board oversight and accountability to our shareholders, including:

• a strong Lead Independent Director role;

• 100 percent committee independence;

• annual elections of all directors;

• majority voting for election of directors;

• Board and committee action by unanimous written consent; and

• no shareholder rights or “poison pill” plans.

Both management and the Board participate in an active engagement program with our shareholders. In addition to our ongoing engagement with shareholders regarding operational results and business strategy, we have specially engaged with over 79 percent of our shareholders on matters related to compensation, long-term incentives, board structure and corporate governance and other matters. The purpose of the Board’s engagement program is to review compensation and corporate governance practices with shareholders, seek shareholder input on our approach to these subjects and incorporate shareholder feedback into the design of our compensation and governance programs. The results of all shareholder engagement are periodically reviewed with the entire Board.

Board Composition

LabCorp’s By-Laws provide for a Board of no fewer than one and no more than fifteen directors. There are currently twelve members of the Board; however, there are only nine nominees standing for election at the Annual Meeting. Arthur H. Rubenstein and M. Keith Weikel have reached the mandatory retirement age pursuant to our corporate governance guidelines and are retiring from the Board upon conclusion of their terms ending on May 14, 2014. After 17 years of distinguished service to the Company, Wendy E. Lane has decided not to stand for re-election to the Board of Directors. She has decided to pursue other professional interests, including other board opportunities. For more details about the nominees for directors and their biographies, please see “Proposal One: Election of Directors.” (page 18)

We have a long-standing commitment to good corporate governance practices. These practices provide an important framework within which our Board of Directors and management pursue the strategic objectives of LabCorp and ensure the Company’s long-term vitality for the benefit of our shareholders. The cornerstone of our practices is an independent and qualified board of directors. All directors are elected annually by a majority of votes cast by shareholders. All Board committees are composed entirely of independent directors.

The Board carefully evaluates each incoming director candidate based on selection criteria and overall priorities for the board composition that are periodically reviewed by the Nominating and Corporate Governance Committee with input from the rest of the directors. As our directors’ commitments change, the Board revisits their situations to ensure that they can continue to serve the best interests of the Company and our shareholders. We also focus on Board renewal to ensure a mix of longer tenured directors and fresh perspective in the boardroom.

We also demand high standards of ethics from our directors and management as described in our Corporate Governance Guidelines and Code of Business Conduct and Ethics. Our governance principles are available under the Corporate Governance tab of the Investor Relations page of our website at www.labcorp.com. We have included some highlights from these principles and a summary of key policies below.

Board Independence

The Board believes that a substantial majority of its members should be independent, non-employee directors. The Board has established guidelines for determining director independence that are consistent with the current listing standards of the New York Stock Exchange (the “Listing Standards”). In addition, director affiliations and transactions are regularly reviewed to ensure that there are no conflicts or relationships that might impair a director’s independence from the Company, senior management and our independent registered accounting firm as defined in the Listing Standards. Other than Mr. King, all of our current Board members and all of the nominees for director qualify as “independent” as defined in the Listing Standards.

LABORATORY CORPORATION OF AMERICA HOLDINGS - 2014 Proxy Statement    9

Board Leadership

The Chairman of the Board leads the Board and oversees board meetings and the delivery of information necessary for the Board’s informed decision making. The Chairman also serves as the principal liaison between the Board and our management. The Board determines whether the role of Chairman and the Chief Executive Officer should be separated or combined based on its judgment as to the structure that best serves the interests of the Company. Currently, the Board believes that the positions of Chairman and Chief Executive Officer should be held by the same person as this combination has served and is serving the Company well by providing unified leadership and direction.

The Board has also established the position of Lead Independent Director to be filled at the Board’s discretion when the Chief Executive Officer also serves as Chairman or the Chairman otherwise is not an independent director. The Board believes that appointing a Lead Independent Director provides an efficient and effective leadership model for the Company by fostering clear accountability, effective decision-making, alignment on corporate strategy between the Board and management and a cohesive public face for the leadership of the Company. Mr. Mittelstaedt currently serves as our Lead Independent Director. The Lead Independent Director, among other tasks assigned in the Company’s Corporate Governance Guidelines, presides at executive sessions of the Board, serves as a liaison between the Chairman and the other directors, and advises the Chairman with respect to the schedule, agenda and information for Board meetings. Mr. Mittelstaedt meets regularly with Mr. King to review operations and strategic issues discussed with the Board and other matters relating to the Board’s oversight functions. We are also focused on Board renewal to ensure a mix of longer tenured directors and fresh perspective in the boardroom. The Board holds executive sessions without Company management and non-independent director participation. These sessions are generally held at each regularly scheduled meeting of the Board and at each special meeting upon the request of a majority of the independent directors attending the special meeting. The Company’s Corporate Governance Guidelines provide that the independent Directors shall meet on a periodic basis, but no fewer than four times a year on the same day as the regularly scheduled Board meetings. In 2013, Mr. Mittelstaedt in his capacity as the Lead Independent Director chaired ten meetings of the independent and non-employee directors to discuss strategy, compensation, succession planning and other matters.

Annual Board Self-Assessment

The Board conducts a self-assessment of its performance and effectiveness on an annual basis. The purpose of the self-assessment is to provide candid feedback on Board effectiveness and track progress in key areas of Board performance. As part of the assessment, each director completes a questionnaire developed by the Nominating and Corporate Governance Committee. The collective ratings and comments of the directors from the questionnaires are compiled and presented by the Chair of the Nominating and Corporate Governance Committee to the full Board for review and discussion. In addition, each Board Committee conducts a similar self-assessment of its performance focused on the Committee’s key responsibilities. Feedback from the Committees’ self-assessments is reviewed in the applicable Committee and also presented to the full Board for review and discussion.

Identification and Evaluation of Director Candidates

Identification of Director Candidates

The Nominating and Corporate Governance Committee recommends a slate of directors to the Board for election by the Company’s shareholders at each annual meeting of shareholders and recommends candidates to the Board to fill any vacancies. Each member of the Board identifies potential candidates and these candidates are regularly reviewed by the committee, which maintains an active list of potential Board candidates. In addition, the committee is authorized to engage professional search firms at the Company’s expense. The Company retained Korn/Ferry International in 2013 to assist with identifying potential nominees to the Board. In 2013 Korn/Ferry International also assisted in the evaluation of Board candidates, including by performing appropriate due diligence on such candidates. The Nominating and Corporate Governance Committee believes it is important to maintain a Board with diverse experiences and expertise, including industry and scientific and medical experience, financial expertise, global business experience and executive leadership.

LABORATORY CORPORATION OF AMERICA HOLDINGS - 2014 Proxy Statement   10

Shareholders may also nominate individuals to the Board. A shareholder may submit a nomination for consideration at the 2015 Annual Meeting of Shareholders by providing certain information as set forth in the By-Laws, in writing, to the Corporate Secretary of the Company at 358 South Main Street, Burlington, NC 27215. Nominations for the 2015 Annual Meeting must be received no earlier than January 14, 2015 and no later than March 15, 2015. The By-Laws may be obtained free of charge by writing to the Company’s Corporate Secretary and were included as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 31, 2008.

Drs. Rubenstein and Weikel retired from the Board this year, pursuant to the Company’s mandatory retirement policy for Board members. Our policy states that when a director reaches the age of 75 he or she shall not be eligible to stand for re-election at the next regularly scheduled annual shareholder meeting. After 17 years of distinguished service to the Company, Ms. Lane decided not to stand for re-election to the Board of Directors to pursue other professional interests, including opportunities to serve on other boards of directors. We are deeply grateful to Ms. Lane and Drs. Rubenstein and Weikel for their contributions to the Company.

As part of the Company’s continued process of Board renewal and succession planning, Dr. Kong (page 19) was appointed to the Board on December 1, 2013 and Dr. Gilliland (page 19) was appointed to the Board on April 1, 2014. Dr. Kong was recommended by Mr. King who had collaborated with Dr. Kong with Cancer Guide, the Duke University Medical Center Board of Visitors and Sofinnova HealthQuest Capital. Dr. Gilliland was recommended by Mr. Schechter, Dr. Rubenstein and Dr. Williams. The Committee considered and interviewed several candidates for these Board positions. They selected Drs. Kong and Gilliland because of their experience and background in the health care industry.

Evaluation of Director Candidates

When evaluating prospective candidates for director, including those nominated by shareholders, the Nominating and Corporate Governance Committee conducts individual evaluations of the candidates, taking into account the criteria enumerated in the Company’s Corporate Governance Guidelines (see description below). Among other things, the Committee considers whether prospective candidates have:

• personal and professional integrity;

• skills and experience to advise the Company regarding its medical, scientific, operational, strategic and governance goals;

• interest, capacity and willingness to serve the long-term interests of the Company’s shareholders;

• ability and willingness to devote the required amount of time to the Company’s affairs, including attendance at Board and Committee meetings;

• exceptional ability and judgment; and

• freedom from personal and professional relationships that would adversely affect the ability to serve the best interests of the Company and its shareholders.

The Corporate Governance Guidelines provide that the Nominating and Corporate Governance Committee review with the Board the appropriate skills and characteristics required of Board members in the context of the Company’s business needs and the current composition of the Board, including, among other characteristics, diversity. The Company believes that Board membership should reflect diversity in its broadest sense, including persons diverse in geography, gender and ethnicity. The Board seeks independent directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions, including experience with publicly traded national, international or multinational companies, executive or financial management experience and/or achievement with distinction in their chosen fields. The Board believes that its composition reflects

LABORATORY CORPORATION OF AMERICA HOLDINGS - 2014 Proxy Statement   11

a balance of skills, experiences, diversity and expertise that provides strong and broad oversight, practical experience and strategic vision to the Company.

Director candidates, other than sitting directors, may be interviewed by the Chairman of the Nominating and Corporate Governance Committee, other directors, the Chief Executive Officer and the Corporate Secretary. The results of these interviews, as well as any other materials received by the Nominating and Corporate Governance Committee that it deems appropriate, are considered by the Nominating and Corporate Governance Committee in making its recommendation to the Board.

Communications with the Board

Shareholders and interested parties may communicate with the Board, individually or as a group, by submitting written communications to the appropriately addressed Board member(s), c/o Corporate Secretary, Laboratory Corporation of America Holdings, 358 South Main Street, Burlington, North Carolina 27215.

All communications with the Board will be reviewed initially by the Corporate Secretary, who will relay all communications to the appropriate director or directors unless the communication is:

• an advertisement or other commercial solicitation or communication;

• obviously frivolous or obscene;

• unduly hostile, threatening, or illegal; or

• related to trivial matters (in which case it will be delivered to the intended recipient for review at the next regularly scheduled Board meeting).

Each director has the discretion to determine whether any of the communications addressed to their attention should be presented to the full Board, to one or more of its committees or to the Company’s management. Each director also has the discretion to determine whether a response to the person sending the communication is appropriate. Any response will be made through the Company’s Corporate Secretary in accordance with the Company’s policies and procedures and applicable law and regulations relating to the disclosure of information.

The Nominating and Corporate Governance Committee, comprised entirely of independent, non-employee directors, has reviewed and approved the foregoing procedures and is responsible for recommending changes to the procedures as necessary.

Corporate Governance Policies and Procedures

Corporate Governance Guidelines

The Board has adopted a set of Corporate Governance Guidelines that address a number of topics, including composition of the Board, director independence, annual self-assessment by the Board and its Committees, retirement of directors and succession planning. The Nominating and Corporate Governance Committee reviews the Corporate Governance Guidelines on a regular basis and any proposed additions or amendments are submitted to the full Board for its consideration. Shareholders may request a printed copy of the Corporate Governance Guidelines from the Corporate Secretary or access a copy on the Investor Relations page under the Corporate Governance tab of LabCorp’s website at www.labcorp.com.

Code of Business Conduct and Ethics

The Board has also adopted a Code of Business Conduct and Ethics that is applicable to all directors, officers and employees of the Company and its subsidiaries and affiliates. The Code sets forth Company policies and expectations on a number of topics, including but not limited to, conflicts of interest, confidentiality, compliance with laws (including insider trading laws), preservation and use of Company assets, and business ethics. The Code also sets forth procedures for reporting and handling any potential violation of the Code, conflicts of interest and the appearance of any conflict of interest. The Code is regularly reviewed by management, the Audit Committee and the Quality and Compliance Committee and proposed additions or amendments are considered by the full Board. Shareholders may request a printed copy of the Code of Business Conduct and Ethics from the Corporate Secretary or access a copy under the Corporate Governance tab of the Investor Relations page on LabCorp’s website at www.labcorp.com. In addition, any waivers for directors, officers and employees of the Company or amendments to the Code will also be posted on LabCorp’s website.

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Board’s Role in Risk Management

Enterprise Risk Management

The Board believes that effective enterprise risk management is an integral part of Board and Committee deliberations throughout the year. The Audit Committee annually reviews the Company’s enterprise risk management process and the comprehensive assessment of key financial, operational and regulatory risks identified by management, as well as mitigating practices. The Audit Committee then discusses the processes and results with the full Board. In addition, the Board discusses risks related to the Company’s strategic plan and other topics as appropriate. The Board receives regular reports directly from officers responsible for management of operations, financial reporting, legal and regulatory compliance, information technology and medical and scientific standard of care. Each Committee conducts its own risk assessment and risk management activities throughout the year, some of which are highlighted in the “Board Committees and Their Functions” section below (page 14), and reports its conclusions to the Board. The Board also encourages management to promote a corporate culture that integrates risk management into the Company’s corporate strategy and day-to-day business operations in a way that is consistent with the Company’s targeted risk profile. Through these processes, the Board oversees a system to identify, assess and address material risks to the Company on a timely basis.

Compensation Risk Assessment

The Compensation Committee regularly reviews the Company’s compensation policies and procedures to ensure that those practices are consistent with emerging best practices, are aligned with the shareholders’ interests and support the Company’s objective to attract and retain skilled and talented employees. Throughout the year, management reviews compensation policies, practices and changes in applicable regulations with the Compensation Committee, including the impact of the Company’s pay practices on the Company’s risk profile. The Compensation Committee also works directly with its independent compensation consultant, Cook & Co., to evaluate the Company’s compensation philosophy and objectives to identify potential risks in the Company’s pay practices. After reviewing the Compensation Committee’s findings, the Board has concluded that our compensation policies and practices are aligned with the interests of shareholders, appropriately reward pay for performance and do not create risks that are reasonably likely to have a material adverse effect on the Company.

Related Party Transactions

In accordance with the Company’s Audit Committee charter, the Audit Committee is responsible for reviewing and approving the terms and conditions of all related party transactions. The Company’s Directors and key employees, including all members of senior management, complete annual reports disclosing or certifying the absence of any related party transactions. The Audit Committee reviews all potential material transactions involving related parties (as such transactions are defined by Item 404(a) of Regulation S-K as promulgated by the SEC) before allowing the Company to enter into any such transaction. The Company has not adopted a static set of criteria to be applied in evaluating a related party transaction and instead tailors the scope of its review to the particular circumstances presented by each transaction to ensure that any such transaction is thoroughly reviewed and evaluated.

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Board Committees and Their Functions

The Board has four standing committees that are each composed entirely of independent directors. The Nominating and Corporate Governance Committee reviews committee and committee chair assignments annually, and recommends committee rosters to the full Board after considering factors such as the directors’ business and corporate governance experience, their preferences, criteria for specific committee service, the directors’ other responsibilities and scheduling flexibility. Assignments ensure that each committee has an appropriate mix of tenure and experience. Committee membership shown below is as of March 17, 2014:

	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee	Quality and Compliance Committee
Kerrii B. Anderson
Jean-Luc Bélingard
D. Gary Gilliland*
David P. King
Garheng Kong*
Wendy E. Lane
Robert E. Mittelstaedt, Jr.
Peter M. Neupert
Arthur H. Rubenstein
Adam H. Schechter
M. Keith Weikel
R. Sanders Williams

	Chairperson
	Member
	Financial Expert
*	Because Dr. Kong and Dr. Gilliland joined the Board in December 2013, and April 2014, respectively, they have not yet been assigned to any committees. They are expected to receive their committee assignments following the 2014 Annual Meeting.

Charters for each of the committees are available in print to any shareholder upon request submitted to the Corporate Secretary and are also available under the Corporate Governance tab of the Investor Relations page of the Company’s website at www.labcorp.com. Each committee reviews its respective Charter on an annual basis.

Audit Committee

Members: Ms. Anderson (Committee Chair, Financial Expert), Ms. Lane (Financial Expert), Mr. Mittelstaedt, Dr. Rubenstein, Mr. Schechter, Dr. Williams.

The Audit Committee is responsible for assisting the Board with the following functions:

• the selection, appointment, compensation and oversight of the work of any independent registered public accounting firm employed by the Company;

• reviewing the qualifications and independence of the Company’s independent registered public accounting firm;

• assisting the Board with oversight of the integrity of the financial statements of the Company;

• ensuring that the Company complies with legal and regulatory requirements as they impact the Company’s financial statements or reporting systems;

• overseeing the Company’s internal audit functions and internal controls;

• overseeing the Company’s management of financial risks; and

• producing an Audit Committee report as required by the SEC to be included in the Company’s annual proxy statement.

The Audit Committee constitutes a separately-designated standing audit committee established in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board of Directors has determined that Ms. Anderson, Ms. Lane and Mr. Schechter are “audit committee financial experts” as defined in the SEC’s rules. The Board of Directors has also determined that Ms. Anderson and Ms. Lane have the “accounting or related financial management expertise” required by the Listing Standards.

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Compensation Committee

Members: Dr. Weikel (Committee Chair), Ms. Anderson, Mr. Bélingard, Mr. Neupert, Mr. Schechter.

The Compensation Committee is responsible for assisting the Board with the following functions:

• reviewing the Company’s compensation and benefit policies, procedures and objectives, including any perquisites paid to the CEO and other executive officers and directors;

• performing an annual review of and making recommendations to the full Board regarding the goals and objectives for CEO compensation, evaluating the CEO’s performance in light of those goals and objectives, and reviewing the compensation paid to the CEO and other executive officers;

• reviewing and evaluating the compensation paid to the Company’s directors;

• monitoring the evolving executive compensation landscape and considering shareholder feedback;

• reviewing and overseeing the Company’s incentive compensation and equity plans;

• evaluating the Company’s pay practices in relation to the Company’s risk profile; and

• producing a Compensation Committee report as required by the SEC to be included in the Company’s annual proxy statement.

The Compensation Committee has delegated to Mr. King the task of designing annual incentive plans for the other executive officers using targets established by and input provided by the Compensation Committee. For a discussion of Mr. King’s role in determining executive compensation, see the “Compensation Discussion and Analysis” section below (page 22).

The Compensation Committee has the sole authority to retain and terminate outside compensation consultants to evaluate executive officer and director compensation. The Compensation Committee has retained Cook & Co. as an outside independent compensation consultant since August 2004. Cook & Co. does no other work for the Company or its management except as directed by the Chairman of the Compensation Committee. See the “Compensation Discussion and Analysis” section below (page 22) for more information about Cook & Co.’s role in recommending the amount or form of executive compensation.

Quality and Compliance Committee

Members: Dr. Rubenstein (Committee Chair), Mr. Bélingard, Dr. Weikel, Dr. Williams.

The Quality and Compliance Committee is responsible for assisting the Board in carrying out its oversight responsibility with respect to quality and compliance issues. This oversight responsibility includes ensuring that management adopts and implements policies and procedures that require the Company’s employees to act in accordance with high ethical standards, deliver high quality services and comply with health care and other legal requirements. The Committee meets regularly with the Chief Medical Officer and the Chief Legal Officer to review the Company’s quality management systems, discuss emerging scientific and medical issues and evaluate the Company’s programs for compliance with applicable legal and regulatory requirements.

Nominating and Corporate Governance Committee

Members: Mr. Mittelstaedt (Committee Chair), Ms. Lane, Mr. Neupert.

The Nominating and Corporate Governance Committee is responsible for assisting the Board with the following functions:

• identifying individuals qualified to become Board members, consistent with criteria approved by the Board;

• recommending to the Board the director nominees for the annual meeting of shareholders and the director nominees for each Board Committee;

• reviewing and reassessing, on an annual basis, the adequacy of the corporate governance principles of the Company and recommending any proposed changes to the Board for approval; and

• leading the Board in its annual self-assessment.

Board and Committee Meetings

During 2013, the Board held fourteen meetings and acted three times by unanimous written consent. The Audit Committee held eight meetings, the Compensation Committee held six meetings, the Nominating and Corporate Governance Committee held four meetings, and the Quality and Compliance Committee held three meetings. During 2013, each of the directors attended no less than 87 percent of the total meetings of the Board and the Committees of which he or she was a member, except for Dr. Coles and Mr. Mac Mahon, who each attended less than 75 percent of the total meetings of the Board and the Committees of which they were members and only served until the 2013 Annual Meeting of Shareholders. Members of the Board are encouraged to attend the Annual Meeting of Shareholders and all of the directors attended the 2013 Annual Meeting of Shareholders, except for Dr. Coles and Mr. Mac Mahon who were not nominated for election at that meeting.

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DIRECTOR COMPENSATION

The Company’s director compensation is designed to attract and retain highly qualified, independent directors to represent shareholders on the Board and act in their best interest. The Compensation Committee, which consists solely of independent directors, has primary responsibility for setting our director compensation program. Cook & Co., the Committee’s independent compensation consultant, assists the Compensation Committee in evaluating our director compensation program.

Elements of Non-Employee Director Compensation

Director compensation is designed to align director compensation with emerging best practices and reflect the Board’s belief that director compensation should not depend upon the number of meetings held but rather on the ongoing work and role of the directors throughout the year. For 2013, elements of non-employee director compensation included the following:

• Annual Retainer. An annual retainer in the amount of $90,000 (or prorated portion thereof, as applicable) paid to each non-employee director in quarterly installments.

• Committee Chair Retainer. The Chair of the Audit Committee received $15,000, paid on a quarterly basis. The Chair of the Compensation Committee received $12,500, paid on a quarterly basis. The Chairs of the Nominating and Corporate Governance Committee and the Quality and Compliance Committee each received $10,000, paid on a quarterly basis.

• Lead Independent Director Retainer. The Lead Independent Director received $20,000, paid on a quarterly basis.

• Equity Compensation. Each non-employee director who was then serving on the Board received a grant of restricted stock units having a value of approximately $150,000 on May 8, 2013, subject to the requirements of the Company’s Director Stock Ownership Program (as further described below). The number of restricted stock units granted is determined by using the closing price of the Company’s Common Stock on the grant date ($94.13). The restricted stock units vest fully on the first anniversary of the grant date. Prior to the annual grants to directors in 2013, equity compensation consisted of restricted stock with a three-year vesting schedule. On May 8, 2013, the Board of Directors determined to change this schedule to more closely align with market practice.

In addition, the Company has a policy of granting equity awards to each new director that joins the Board. Accordingly, Mr. Neupert, Mr. Schechter and Dr. Kong each received restricted stock awards when they began their directorships during 2013. Mr. Neupert was granted 575 shares of restricted stock on January 2, 2013 and Mr. Schechter was granted 141 shares of restricted stock on April 1, 2013 which in each case reflected a prorated amount of the value of the annual award granted to directors at the 2012 Annual Meeting. The number of shares of restricted stock granted to Mr. Neupert and Mr. Schechter was determined by using the average share price for the 10 days preceding the grant date ($86.96 and $88.73), respectively, prorated to reflect the director’s length of service between the grant date and the 2013 Annual Meeting. The restricted stock awards vest in three equal allotments over three years beginning on the first anniversary of the grant date. Dr. Kong received 624 restricted stock units when he began his directorship on December 2, 2013 which reflects a prorated amount of the value of the annual award granted to directors at the 2013 Annual Meeting. The number of shares of restricted stock units granted to Dr. Kong was determined by using the closing price of the Company’s Common Stock on the grant date ($100.10). The restricted stock units vest fully on the first anniversary of the grant date.

• Reimbursement of Expenses. Each director is reimbursed for his or her reasonable out-of-pocket expenses incurred in connection with travel to and from, and attendance at, meetings of the Board or its Committees, as well as for related activities such as director education courses and materials consistent with our policies concerning reimbursement for travel, entertainment and other expenses.

Director Stock Ownership Program

Maintaining a significant personal level of stock ownership ensures that each director is financially aligned with the interests of our shareholders. The Board believes that by holding an equity position in the Company, directors demonstrate their commitment to and belief in the long-term success of the Company. The Company’s Director Stock Ownership Program requires that each director must acquire and maintain a level of ownership of Common Stock equivalent to a number of shares having a value of $300,000 as of the date he or she became subject to the stock ownership program. Until the ownership requirement is met, a director is required to hold 50 percent of any shares of Common Stock acquired upon the lapse of restrictions on any stock grant and upon the exercise of stock options, net of any shares utilized to pay for the exercise price of the option and any tax withholding, if applicable. If a director fails to meet or show progress towards satisfying these requirements, the Compensation Committee may reduce future equity grants or other incentive compensation to that director. Each director is required to maintain this level of stock ownership for his or her entire tenure of service on the Board. Each member of our Board of Directors is currently in compliance with the applicable holding requirement with the exception of Messrs. Neupert and Schechter and Dr. Kong who joined the Board in 2013.

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Summary of 2013 Compensation to Non-Employee Directors

The compensation paid by the Company to the non-employee directors for 2013 is set forth in the table below. Information on compensation for Mr. King is set forth in the “Executive Compensation” section below (page 37).

Name	Fees Earned or Paid in Cash ($)(1)	Restricted Stock Unit Awards ($)(2)	Total ($)
Kerrii B. Anderson	$105,000	$149,949	$254,949
Jean-Luc Bélingard	$90,000	$149,949	$239,949
N. Anthony Coles	$31,896	$-	$31,896
Garheng Kong	$7,500	$62,462	$69,962
Wendy E. Lane	$90,000	$149,949	$239,949
Thomas P. Mac Mahon	$31,896	$-	$31,896
Robert E. Mittelstaedt, Jr.	$120,000	$149,949	$269,949
Peter M. Neupert	$90,000	$200,308	$290,308
Arthur H. Rubenstein	$100,000	$149,949	$249,949
Adam H. Schechter	$67,500	$162,728	$230,228
M. Keith Weikel	$102,500	$149,949	$252,449
R. Sanders Williams	$90,000	$149,949	$239,949

(1)

Includes annual retainer payments of $90,000 for each director who served on the Board for a full year and the following prorated retainer payments: each of Dr. Coles and Mr. Mac Mahon received retainer payments of $31,896 for their service on the Board until the 2013 annual meeting; Mr. Schechter received a retainer payment of $67,500 for his service on the Board beginning on April 1, 2013; and Dr. Kong received a retainer payment of $7,500 for his service on the Board beginning on December 1, 2013. Also includes Committee Chair retainer payments of $15,000 to Ms. Anderson, $10,000 to Mr. Mittelstaedt, $10,000 to Dr. Rubenstein and $12,500 to Dr. Weikel. Mr. Mittelstaedt also received $20,000 for serving as Lead Independent Director.

(2)

Amounts represent the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) for restricted stock units and restricted stock awarded to each director in 2013. For a discussion of the assumptions made in these valuations, see Note 14 to the Company’s audited financial statements included within its Annual Report on Form 10-K for the year ended December 31, 2013. The aggregate number of restricted stock units held by each director as of December 31, 2013 was 1,593, except with respect to Dr. Kong, who held 624 units. The only directors to receive awards of restricted stock in 2013 were Mr. Neupert, who was granted 575 shares on January 2, 2013, and Mr. Schechter, who was granted 141 shares on April 1, 2013.

The aggregate number of vested and exercisable stock options held by each director as of December 31, 2013 was as follows: Ms. Anderson—16,121; Mr. Bélingard—19,647; Dr. Coles—0; Dr. Kong—0; Ms. Lane—16,002; Mr. Mac Mahon—0; Mr. Mittelstaedt—19,647; Mr. Neupert—0; Dr. Rubenstein—19,219; Mr. Schechter—0; Dr. Weikel—19,647; and Dr. Williams—6,683. The aggregate number of unvested stock options held by each director as of December 31, 2013 was 867 for each of Ms. Anderson, Mr. Bélingard, Ms. Lane, Mr. Mittelstaedt, Dr. Rubenstein, Dr. Weikel and Dr. Williams, and 0 for each of Dr. Coles, Dr. Kong, Mr. Mac Mahon, Mr. Neupert and Mr. Schechter.

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Proposal One Election of Directors

The Nominating and Corporate Governance Committee and the full Board have nominated each of David P. King, Kerrii B. Anderson, Jean-Luc Bélingard, D. Gary Gilliland, Garheng Kong, Robert E. Mittelstaedt, Jr., Peter M. Neupert, Adam H. Schechter and R. Sanders Williams for election at the Annual Meeting to hold office until the next annual meeting of shareholders or until his or her earlier resignation or removal. All nominees have consented to serve, and the Board does not know of any reason why any nominee would be unable to serve. If a nominee becomes unavailable or unable to serve before the Annual Meeting, the Board can either reduce its size or designate a substitute nominee. If the Board designates a substitute, your proxy will be voted for the substitute nominee.

Information about each nominee is included below, including details about the nominee’s qualifications, skills and experiences that supported the determination by the Nominating and Corporate Governance Committee and the Board that the person should serve as a director of LabCorp.

Nominees to the Board of Directors

  David P. King

Chairman and Chief Executive Officer

David P. King (57) has served as Chairman of the Board, President, and Chief Executive Officer of the Company since May 6, 2009; prior to that date he served as a director, President and Chief Executive Officer of the Company since January 1, 2007. Mr. King served as Executive Vice President and Chief Operating Officer from December 2005 to January 2007, as Executive Vice President of Strategic Planning and Corporate Development from January 2004 to December 2005 and was hired in September 2001 as Senior Vice President, General Counsel and Chief Compliance Officer. Prior to joining the Company, he was a partner with Hogan & Hartson LLP (now Hogan Lovells US LLP) in Baltimore, Maryland from 1992 to 2001. Mr. King was appointed to the board of directors of Cardinal Health, Inc. in 2011 and serves on its Human Resources and Compensation Committee. He also sits on the boards of directors of the Seattle Science Foundation, PATH, Inc., and the American Clinical Laboratory Association, and on the board of trustees of Durham Academy. Mr. King has over 10 years’ experience with the Company in a variety of roles of increasing responsibility in corporate operations, strategic planning, and corporate administration. Mr. King has a deep understanding of the clinical laboratory industry, business strategy, sales and marketing and executive management of the Company and its operations.

  Kerrii B. Anderson

Director

Kerrii B. Anderson (56) has served as a director of the Company since May 17, 2006. Ms. Anderson was Chief Executive Officer of Wendy’s International, Inc., a restaurant operating and franchising company, from April 2006 until September 2008, when the company was merged with Triarc. Ms. Anderson served as Executive Vice President and Chief Financial Officer of Wendy’s International from 2000 to 2006. Prior to this position, she was Chief Financial Officer, Senior Vice President of M/I Schottenstein Homes, Inc. from 1987 to 2000. Ms. Anderson has been the Chairwoman of the Board of Chiquita Brands International Inc. since October 2012, and is the Chairwoman of the Nominating and Corporate Governance Committee and a member of the Audit Committee. She is also a director and a member of the Compensation Committee and Audit Committee of Worthington Industries, Inc. Ms. Anderson serves on the financial committee of Columbus Foundation, on the Board of Trustees of Ohio Health and on the Board of Trustees for Elon University, and she chairs the Audit Committee for Elon. She also was a director of PF Chang’s China Bistro, Inc. from 2010 until June 2012 and Wendy’s International from 2006 until September 30, 2008. She has a strong record of leadership in operations and strategy. Ms. Anderson is also an audit committee financial expert as a result of her experience as CEO and CFO of Wendy’s International, Inc. Through her service on other public company boards, Ms. Anderson brings extensive financial, corporate governance and executive compensation experience to the Company’s Board.

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  Jean-Luc Bélingard

Director

Jean-Luc Bélingard (65) has served as a director of the Company since April 28, 1995. Since 2011, Mr. Bélingard has been Chairman of bioMérieux, the worldwide leader of the IVD microbiology segment. Mr. Bélingard also served as Chief Executive Officer of bioMérieux from July 2011 to April 2014. Mr. Bélingard retired as Chairman and Chief Executive Officer of Ipsen SA, a diversified French health care holding company, on November 22, 2010. He had served in that position since 2001. Prior to this position, Mr. Bélingard was Chief Executive Officer from 1999 to 2001 of bioMérieux-Pierre Fabre, a diversified French health care holding company, where his responsibilities included the management of that company’s worldwide pharmaceutical and cosmetic business. Mr. Bélingard is also a director of Stallergenes (France). Mr. Bélingard was also a director of Celera Corporation, a former division of Applera Corporation, Norwalk, Connecticut from May 2008 to May 2010. Mr. Bélingard served as a director and member of the Audit Committee of Nicox (France) from December 2002 to August 2010. Mr. Bélingard was a director of Applera Corporation, Norwalk, Connecticut from 1993 to June 2008. From 1990 to 1999, Mr. Bélingard was CEO of Roche Diagnostics and a member of the Hoffman La Roche group Executive Committee. Mr. Belingard’s long tenure at Roche, Ipsen and BioMérieux demonstrates his valuable business, leadership and management experience, including leading a large organization with global operations. He brings a strong strategic and operational background to the Company’s Board. He also brings an important international perspective to the Board’s deliberations. Mr. Bélingard has extensive corporate governance experience through his service on other public company boards.

  D. Gary Gilliland, M.D., Ph.D.

Director

D. Gary Gilliland (59) has served as a director of the Company since April 1, 2014. Since October 2013, Dr. Gilliland has been the inaugural Vice Dean and Vice President for Precision Medicine at the University of Pennsylvania Perelman School of Medicine, where he is responsible for synthesizing research and clinical-care initiatives across all medical disciplines including cancer, heart and vascular medicine, neurosciences, genetics and pathology, in order to create a national model for the delivery of precise, personalized medicine. From 2009 until he joined Penn Medicine, Dr. Gilliland was Senior Vice President of Merck Research Laboratories and Oncology Franchise Head. At Merck, Dr. Gilliland oversaw first-in-human studies, proof-of-concept trials, and Phase II/III registration trials, and managed all preclinical and clinical oncology licensing activities. Prior to joining Merck, Dr. Gilliland was a member of the faculty at Harvard Medical School for nearly 20 years, where he served as Professor of Medicine and a Professor of Stem Cell and Regenerative Biology. He was also an Investigator of the Howard Hughes Medical Institute from 1996 to 2009, Director of the Leukemia Program at the Dana-Farber/Harvard Cancer Center from 2002 to 2009, and Director of the Cancer Stem Cell Program of the Harvard Stem Cell Institute from 2004 to 2009. Dr. Gilliland has a Ph.D. in Microbiology from UCLA and an M.D. from UCSF. He is boarded in Internal Medicine and had his Fellowship training in Hematology and Oncology, all at Harvard Medicine School. Dr. Gilliland’s expertise in cancer genetics and his experience working within medical communities ranging from academia to the pharmaceutical industry position him to provide a practical and balanced perspective to the Board.

  Garheng Kong, M.D., Ph.D.

Director

Dr. Kong (38) has served as a director of the Company since December 1, 2013. Dr. Kong is the Managing Partner of Sofinnova HealthQuest Capital, a healthcare-focused investment firm, and was previously a general partner at Sofinnova Ventures, a position he held from 2010 to 2013. Before joining Sofinnova, Dr. Kong was a general partner from 2000 to 2010 at Intersouth Partners, a venture capital firm where he was a founding investor or board member for various life science ventures, several of which were acquired by large pharmaceutical companies. Prior to his investing career, Dr. Kong spent time at GlaxoSmithKline, McKinsey & Company, and TherOx. Dr. Kong has served on the board of directors of Histogenics Corporation, a private biotechnology company where he also serves as the Chairman of the board, since 2012. Since November 2008, Dr. Kong has been the Chairman of the board of Cempra Pharmaceuticals, where he has been a board member since September 2006. Dr. Kong has been on the board of Alimera Sciences since October 2012 and sits on the Duke University Medical Center Board of Visitors. Dr. Kong holds an M.D., Ph.D. in Biomedical Engineering and an M.B.A. from Duke University. Dr. Kong brings to the Board knowledge and experience in both the healthcare and finance fields based on his medical background and his work in life science-related venture capital.

  Robert E. Mittelstaedt, Jr.

Lead Independent Director

Robert E. Mittelstaedt, Jr. (70) has served as a director of the Company since November 1996. Mr. Mittelstaedt is Dean Emeritus of the W. P. Carey School of Business at Arizona State University where he served as Dean and Professor of Management from 2004 to 2013. Prior to June 30, 2004, he was Vice Dean, Executive Education of The Wharton School, University of Pennsylvania. Mr. Mittelstaedt had served with The Wharton School since 1973, with the exception of the period from 1985 to 1989 when he founded, served as Chief Executive Officer, and subsequently sold Intellego, Inc., a company engaged in practice management, systems development, and service bureau billing operations in the medical industry. Mr. Mittelstaedt serves as a director and Compensation Committee chair of W. P. Carey, Inc. and also serves as a director and Compensation Committee chair of Innovative Solutions & Support, Inc. Mr. Mittelstaedt brings to the Board experience as a recognized expert in business strategy, corporate governance and executive compensation issues. Mr. Mittelstaedt serves as the Board’s Lead Independent Director and brings a deep understanding of the role of the Board and its oversight of corporate governance and business strategy.

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  Peter M. Neupert

Director

Peter M. Neupert (57) has served as a director of the Company since January 2013. Mr. Neupert has been an Operating Partner at Health Evolution Partners, a health only, middle market private equity firm, since January 2012. Prior to that, Mr. Neupert served as Corporate Vice President of the Microsoft Health Solutions Group from its formation in 2005 to January 2012. Mr. Neupert served on the President’s Information Technology Advisory Committee (PITAC), co-chairing the Health Information Technology subcommittee and helping to drive the “Revolutionizing Health Care Through Information Technology” report, published in June 2004. Mr. Neupert served as the founding President and Chief Executive Officer of drugstore.com from 1998 to 2001 and as Chairman of the Board of Directors through September 2004. Mr. Neupert is also a director of Clinithink Ltd, Freedom Innovations LLC and Adaptive Biotechnologies, Inc. He served on the board of directors of QSI from August 2013 to January 2014. He serves as a trustee for the Fred Hutchinson Cancer Research Center and was an active member of the Institute of Medicine’s Roundtable on Value & Science-Driven Healthcare from 2007-2011. Mr. Neupert brings to the Board experience as a recognized expert in health information technology and perspective on how to grow shareholder value leveraging business strategies with technology. His prior experience as a public company CEO and board member of both private and public companies brings practical insight to the Board with respect to business strategy, corporate governance and emerging trends in healthcare. Mr. Neupert’s current position with Health Evolution Partners enables him to provide the Board with an understanding of businesses and services adjacent to the diagnostic testing industry.

  Adam H. Schechter

Director

Adam H. Schechter (49) has served as a director of the Company since April 1, 2013. Mr. Schechter is an Executive Vice President of Merck & Co., Inc. and has been since 2010 President of Merck’s Global Human Health Division, which includes the company’s worldwide pharmaceutical and vaccine businesses. He is a member of Merck’s executive committee and pharmaceutical and vaccines operating committee. Prior to becoming President, Global Human Health, Mr. Schechter served as President, Global Pharmaceutical Business from 2007 to 2010. Mr. Schechter’s extensive experience at Merck includes global and U.S.-focused leadership roles spanning sales, marketing, and managed markets, as well as business and product development. Mr. Schechter serves on the board of directors for the European Federation of Pharmaceutical Industries and Associations. He is a Board Member for Water.org and an Executive Board Member for the National Alliance for Hispanic Health. Mr. Schechter brings to the Board global business acumen and general management experience, as well as demonstrated success in leading large, innovation-focused organizations. Mr. Schechter’s deep knowledge of the pharmaceutical and healthcare industries and extensive experience collaborating with many of its key stakeholders to achieve patient-focused outcomes brings practical insight to the Board with respect to business strategies to service the changing healthcare environment.

  R. Sanders Williams, M.D.

Director

R. Sanders Williams, M.D. (65) has served as a director of the Company since May 16, 2007. Dr. Williams is President of The J. David Gladstone Institutes and Professor of Medicine at the University of California San Francisco. Prior to this appointment, Dr. Williams served Duke University between 2001 and 2010 as Dean of the School of Medicine, Senior Vice Chancellor, Senior Advisor for International Strategy, and founding Dean of the Duke-NUS Graduate Medical School Singapore. He has served previously as President of the Association of University Cardiologists, Chairman of the Research Committee of the American Heart Association, on the editorial boards of leading biomedical journals, on the Advisory Committee to the Director of the National Institutes of Health and on the Board of External Advisors of the National Heart, Lung and Blood Institute. Dr. Williams was a director of Bristol-Meyers Squibb Company from 2006 until May 2013. Dr. Williams is a member of the Institute of Medicine of the National Academy of Sciences, and a Fellow of the American Association for the Advancement of Science. His experience as a physician, biomedical scientist, and executive leader brings important perspective to his service to the Company as a director.

The Board unanimously recommends that shareholders vote “FOR” the election of the nominees listed above.

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EXECUTIVE OFFICERS

Information regarding each of LabCorp’s executive officers and their relevant business experience is summarized below.

David P. King

President and Chief Executive Officer

See “Proposal One: Election of Directors” (page 18) for information about Mr. King.

James T. Boyle, Jr.

Executive Vice President, Chief Operating Officer

Mr. Boyle (57) has served as Executive Vice President, Chief Operating Officer since October 2009. He is responsible for the day-to-day supervision of all operations and sales of the Company. Prior to October 2009, Mr. Boyle was Senior Vice President, Managed Care since May 2006. In December of 2008, Mr. Boyle also assumed operating responsibility for the Company’s Occupational Testing/Employer Group Services in his then current role of Senior Vice President of Managed Care/OTS. Mr. Boyle previously held the position of Vice President of Managed Care from August 2004 to May 2006. Prior to that Mr. Boyle was the Director of Litigation and Assistant General Counsel from 1999 to 2004. Prior to joining the Company in 1999, Mr. Boyle was engaged in the private practice of law for more than 15 years, specializing in litigation. He currently serves as a member of the Seton Hall University Board of Regents.

William B. Hayes

Executive Vice President, Chief Financial Officer and Treasurer

Mr. Hayes (48) has served as Executive Vice President, Chief Financial Officer and Treasurer since June 2005. Mr. Hayes served as Senior Vice President, Investor Relations from July 2004 to June 2005. Prior to this date, Mr. Hayes was Senior Vice President, Finance since 2000. Mr. Hayes is responsible for the day-to-day supervision of the finance and billing functions of the Company. Prior to joining the Company in 1996, Mr. Hayes was in the audit department at KPMG LLP for 9 years. He is currently on the board of directors of the Alamance Regional Medical Center and the Canterbury School in Greensboro, North Carolina. As previously disclosed by the Company on October 18, 2013, Mr. Hayes has announced his intention to retire effective in 2014. Mr. Hayes will continue in his capacity as Chief Financial Officer until June 16, 2014, at which time Glenn A. Eisenberg will begin serving as Executive Vice President and Chief Financial Officer.

Mark E. Brecher, M.D.

Senior Vice President, Chief Medical Officer

Dr. Brecher (58) joined the Company in March 2009 as Senior Vice President, Chief Medical Officer. Prior to joining the Company, Dr. Brecher served as Vice Chair of the Department of Pathology and Laboratory Medicine at the McLendon Clinical Laboratories, University of North Carolina Hospitals from July 2006 to February 2009. From July 2003 to July 2006, Dr. Brecher was the Acting Director of the Laboratory Information Systems and the Director of Clinical Pathology. Dr. Brecher is a member of the editorial board of Transfusion and is an associate editor of the Journal of Clinical Apheresis. He is a past chair of the Department of Health and Human Services Advisory Committee on Blood Safety and Availability and a past president of the American Society for Apheresis.

F. Samuel Eberts III

Senior Vice President, Chief Legal Officer and Secretary

Mr. Eberts (54) has served as Senior Vice President, Chief Legal Officer, Secretary and Chief Compliance Officer since January 1, 2009. Prior to that time he served as Senior Vice President, General Counsel since August 2004. Prior to joining the Company, he was Vice President, Secretary, and General Counsel of Stepan Company. Before joining Stepan Company, he was Assistant General Counsel for Cardinal Health, Inc. from 1998 to 2001 and Associate General Counsel for Allegiance Healthcare Corporation (Allegiance Healthcare Corporation was purchased by Cardinal Health in 1998). Prior to that time, he was Chief Counsel of the Biotech North America division of Baxter International Inc.

Lance V. Berberian

Senior Vice President, Chief Information Officer

Mr. Berberian (52) joined the Company in February 2014 as Senior Vice President, Chief Information Officer. Prior to joining the Company, he served as Chief Information Officer at IDEXX Laboratories, a global leader in diagnostics and IT solutions for animal health and food and water quality, from May 2007 to January 2014. Mr. Berberian served as Chief Information Officer and President of Kellstrom Aerospace Defense, a fully integrated supply chain firm, from January 2000 to April 2007. He also served as Chief Information Officer of Interim Healthcare from September 1997 to January 2000. He has an extensive track record of strategic IT vision, leading edge innovation and laboratory industry experience.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes the Company’s executive compensation program and decisions for 2013. This section details the compensation framework applied by the Compensation Committee and, in particular, our compensation philosophy, elements of executive pay, compensation decisions and the link between executive pay and performance. The named executive officers of the Company (“named executive officers”) for 2013 are:

• David P. King, Chief Executive Officer

• James T. Boyle, Executive Vice President, Chief Operating Officer

• Mark E. Brecher, Senior Vice President, Chief Medical Officer

• F. Samuel Eberts III, Senior Vice President, Chief Legal Officer

• William B. Hayes, Executive Vice President, Chief Financial Officer

Executive Summary

Company Performance and Industry Highlights

The Compensation Committee considers the Company’s financial and business performance in making compensation decisions and believes that realized compensation should be tied to actual performance. The Company delivered solid performance in 2013, made possible by disciplined execution of its five-pillar strategy to grow the business and increase shareholder value. These five strategic pillars are:

• Deploy capital to investments that enhance its business and return capital to shareholders;

• Enhance IT capabilities to improve physician and patient experience;

• Continue to improve efficiency to offer the most compelling value in laboratory services;

• Scientific innovation at appropriate pricing; and

• Develop knowledge services.

Despite persistent economic headwinds and a healthcare landscape undergoing fundamental transformation, the Company achieved strong operational and financial performance across a broad range of measures. The Company generated solid growth in volumes and revenues in 2013, organically and through strategic acquisitions, increasing revenue 2.4 percent to more than $5.8 billion. The Company also increased Adjusted Earnings Per Share Excluding Amortization in 2013 to $6.95 (Adjusted Earnings Per Share Excluding Amortization is a non-GAAP measure calculated by excluding the effects of the impact of restructuring and other special charges ($0.15 per share) and amortization expense ($0.55 per share) from the GAAP diluted earnings per share of $6.25). These results are especially noteworthy in the clinical laboratory testing market which, unlike other healthcare companies (including those companies in the peer group), experienced significant government payment reductions and unexpected reimbursement issues related to new molecular pathology codes in 2013, which negatively impacted the Company’s incentive plan outcomes. These government payment reductions significantly impacted the Company’s financial results and reduced compensation to our executives under both the long-term and short-term incentive compensation plans.

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Revenue and Adjusted EPS Excluding Amortization Growth: 2008 – 2013^(1)(2)(3)

(1) Excluding the $0.44 per diluted share impact of restructuring and other special charges and the $0.31 per diluted share impact from amortization in 2008; excluding the ($0.09) per diluted share impact of restructuring and other special charges and the $0.35 per diluted share impact from amortization in 2009; excluding the $0.26 per diluted share impact of restructuring and other special charges and the $0.43 per diluted share impact from amortization in 2010; excluding the $0.72 per diluted share impact of restructuring and other special charges, the $0.03 per diluted share impact from a loss on the divestiture of assets and the $0.51 per diluted share impact from amortization in 2011; excluding the $0.29 per diluted share impact of restructuring and other special charges and the $0.54 per diluted share impact from amortization in 2012; and excluding the $0.15 per diluted share impact of restructuring and other special charges and the $0.55 per diluted share impact from amortization in 2013

(2) EPS, as presented represents adjusted, non-GAAP financial measures. Diluted EPS, as reported in the Company’s Annual Report were: $4.16 in 2008; $4.98 in 2009; $5.29 in 2010; $5.11 in 2011; $5.99 in 2012; and $6.25 in 2013

(3) 2008 revenue includes a $7.5 million adjustment relating to certain historic overpayments made by Medicare for claims submitted by a subsidiary of the Company

In 2013, we also extended our long record of generating strong operating and free cash flow, which we used to make strategic acquisitions, invest in the business, and return value to shareholders through the repurchase of $1 billion of LabCorp Common Stock.

We are proud of our 2013 performance, which extended a strong growth record that has been sustained through several years of economic uncertainty. We believe that our continued focus on a disciplined execution of our five pillar strategy will lead to sustainable, superior results for the Company and our shareholders. While we continue to focus on and reward our executives for building long-term, sustainable success, we also balance our approach to pay-for-performance to reward consistent superior performance every year. Notwithstanding the strong operational achievements of our Company and our executives, we did not achieve certain of the performance targets that we set for 2013. Therefore, because we are committed to a pay-for-performance culture, the compensation for the Company’s named executive officers was reduced pursuant to the annual cash incentive plan (“MIB Plan”) and the long-term incentive compensation plan, as discussed below.

Shareholder Engagement and Evolution of Compensation Plan

Because we are committed to designing compensation plans to incentivize our leaders and align with our strategy, the key value drivers of our business and the expectations of our shareholders, we maintain ongoing engagement with our shareholders for their views and feedback on our compensation and corporate governance programs. This ongoing engagement includes members of management, the Chair of our Compensation Committee, the Chair of our Audit Committee and our Lead Independent Director. Our shareholder discussions not only include the exchange and analysis of objective information such as key metric performance and compensation but also cover a broader range of informal topics. For example, our shareholders are given the opportunity to ask members of management for their views on compensation, incentives and alignment. Prior to setting executive compensation for 2013, members of the Board were engaged in a wide ranging discussion on these topics with an opportunity to exchange views on compensation and strategic alignment with our shareholders. The results of these meetings were shared with the entire Board and helped guide the Compensation Committee in developing the structure of and metrics used in the Company’s executive compensation program for 2013. The review included direct outreach to the Company’s major institutional investors (representing the ownership of approximately 79 percent of the Company’s outstanding shares) for the express purpose

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of better understanding and responding to shareholder concerns related to compensation. The feedback from our shareholders was supportive regarding overall compensation philosophy, evolution of the executive compensation program over time and compensation best practices.

Through this engagement with our shareholders, coupled with review of emerging best practices and analysis by Cook & Co., the Committee’s independent compensation consultant, the Committee has continued to develop a pay for performance culture and align long-term incentive compensation with our shareholder’s expectations. As part of the realignment of long-term incentive compensation, the Compensation Committee eliminated the use of stock options in 2013. Long-term incentive compensation opportunities in 2013 consisted of 70 percent performance shares based on the overall target value of long-term awards with performance targets of revenue (50 percent weighting), relative total shareholder return (35 percent weighting) and Earnings Before Interest and Taxes (“EBIT”) (15 percent weighting). We remain committed to our executive compensation program and its emphasis on long-term alignment with our shareholders and in 2014 we continued to use a 70/30 split between performance awards and restricted stock units.

* Measured as the Company’s TSR relative to the TSR of those companies listed in the S&P Healthcare Index.

The following chart provides an overview of the compensation and pay practices and key actions taken in 2012 and 2013 to enhance the alignment of the interests of our executives and our shareholders:

Component	Brief Description	Purpose	Key 2012 Actions	Key 2013 Actions
Base Salary	• Regular, fixed compensation • Reviewed annually • Generally targeted at competitive median	• Element of fixed compensation and part of competitive total compensation package • Reflects each named executive officer’s individual role and responsibilities	• No increase in CEO or named executive officer salaries	• No increase in CEO salary • 2% increase in salaries of other named executive officers, (subject to select increase adjustments later in 2013 to more closely target the competitive median)
Annual Cash Incentive (MIB Plan)	• Annual variable cash compensation • Target based on a percentage of salary - Together with salary generally provides cash compensation opportunity that is at or below competitive median • Annual performance goals based on a scorecard combination of financial, strategic and individual metrics	• Pay for annual performance • Promote achievement of annual corporate, group and individual goals that contribute to creation of long-term shareholder value	• Payouts to named executives were below target (62.3% -69.6% of target) based on financial and strategic performance results for 2012 not achieving targeted levels • Year-over-year decline in payouts by approximately 48% to the CEO and by 50% as to the average payouts of the other named executive officers	• Continue to align targets with Company’s near-term and long-term strategic objectives • Year-over-year decline in payouts by approximately 25% to the CEO and by 8% as to the average payouts of the other named executive officers

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Component	Brief Description	Purpose	Key 2012 Actions	Key 2013 Actions
Long-Term Incentives	• Annual grants using a portfolio of equity awards • Performance shares become earned based on three-year performance • Restricted stock awards subject to a three-year vesting schedule • Target award opportunities based on competitive market data and Company philosophy to emphasize long-term compensation opportunities	• Pay for longer-term performance • Alignment with long-term interests of shareholders • Vesting features encourage retention	• Changed mix of performance measures for three year (2012-2014) performance period for performance shares, which comprised 40% of long-term incentive -20% of performance share award tied to relative total shareholder return (relative TSR is calculated based upon the S&P Healthcare Index, a broad and objective group of healthcare companies), which was a new measure for 2012 -40% of award tied to Adjusted Operating Income; and -40% of award tied to sales • Stock options reduced to 35% of total long-term incentives • CEO stock option award reduced by approximately 17%	• Stock options eliminated • Performance shares increased to 70% of total long-term incentives - 50% of award tied to revenue growth - 35% of award tied to relative total shareholder return - 15% of award tied to EBIT • Restricted stock units (30%) with three-year vesting schedule
Perquisites	• Limited perquisites • No tax gross-ups	• Part of a competitive total compensation package	• No change in 2012	• No change in 2013
Change in Control Severance Protection	• Pre- and post-change in control protection against a “qualifying termination” • Cash severance based on a multiple of salary and average prior incentive cash payments, capped at 3X for CEO for post-change in control termination (2X for pre-change in control termination) • Double trigger • No tax gross-ups	• Part of a competitive total compensation package • Encourages management economic neutrality in considering potential transactions	• No change in 2012	• No change in 2013
Sound Pay Practices	• No employment contracts • No guaranteed bonuses • No personal use of corporate aircraft at LabCorp’s expense • No excessive severance or change in control provisions • No payment of dividends on stock options or unvested performance awards • No stock option repricing without shareholder approval • No tax gross-ups on perquisites or severance/change in control payments	• Enhance the transparency of our pay program and align with the Company’s long standing commitment to good governance practices	• To demonstrate our commitment to sound corporate governance practices stock ownership guidelines were increased - CEO – 6 times base salary - EVPs – 3 times base salary - Other senior management, equal to base salary	• Stock ownership requirement equal to base salary extended to all senior management
Retirement	• Tax-qualified 401(k) plan • Frozen tax-qualified Cash Balance Plan and Pension Equalization Plan (PEP) • Deferred compensation plan (no company contributions)	• Part of a competitive total compensation package	• No change in 2012	• No change in 2013

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At the Company’s 2013 Annual Meeting, over 92 percent of the votes cast at that meeting on the annual advisory vote to approve executive compensation were cast in favor of approval (a “Say-on-Pay proposal”).

For 2014, the Committee continued its approach to executive compensation, keeping the base salary for Mr. King flat as compared to 2013 and maintaining a target pay mix for long-term incentives for Mr. King consisting of 70 percent of performance shares, 30 percent of restricted stock units and no stock options. The Committee concluded that this was consistent with its commitment to responding to shareholder feedback, structuring pay for performance, and incenting executives to achieve superior financial results and create shareholder value.

CEO Compensation Overview and Alignment with Performance

LabCorp’s executive compensation program is designed to attract, motivate and retain executives in a highly competitive environment. Our executive compensation philosophy is to pay for performance by rewarding the achievement of specific short-term and long-term operational and strategic goals. We believe our executive compensation program avoids unnecessary risk taking and aligns the interests of our shareholders with the performance of our executives. This program reflects our strong commitment to a results-driven compensation program.

In support of the Company’s compensation philosophy, our executive compensation program embodies the following principles:

• performance-based variable compensation should comprise a significant part of total compensation, with the percentage of variable or at-risk compensation highest for our CEO;

• the size and the realizable values of incentive awards provided to executive officers should vary significantly with performance achievements; an emphasis on stock-based compensation aligns the long-term interests of executive officers and shareholders;

• compensation opportunities for executive officers must be evaluated against those offered by companies that are in similar industries and are similar in size and scope of operations; and

• differences in executive compensation within the Company should reflect varying levels of responsibility and/or performance.

Taking into account these factors, the Committee has structured our executive compensation program to align compensation with performance using three key elements of compensation: (i) annual salary; (ii) annual cash incentive pay; and (iii) long-term incentive awards. While the Committee sets total target compensation for these three elements to be competitive in relation to the median peer compensation as reflected in data provided by its independent consultant, the Committee places greater emphasis on the variable or at-risk portion of compensation. Approximately 75 percent of our CEO’s target compensation is based on long-term performance and is delivered in equity. We believe the significant portion of total compensation, delivered in equity, tightly aligns Mr. King’s performance with the Company’s objectives and our shareholder’s expectations. Throughout our engagement with shareholders, this approach was consistently endorsed, as was the fact that compensation for our other named executive officers is similarly aligned, with approximately 41 percent of target compensation based on long-term performance and delivered in equity and 69 percent fully variable or at-risk based on stock price and meeting performance goals. In 2013, an additional approximately 23 percent of our CEO’s total target compensation and approximately 28 percent of the average total target compensation for our other named executive officers was variable based on performance of the Company’s stock price. The charts below show the mix of pay elements included in total compensation opportunities for 2013 for our Chief Executive Officer and an average for our other named executive officers:

CHIEF EXECUTIVE OFFICER MIX OF PAY ELEMENTS BASED ON TARGET AWARD OPPORTUNITIES	OTHER NAMED EXECUTIVE OFFICERS MIX OF PAY ELEMENTS BASED ON TARGET AWARD OPPORTUNITIES

The Company seeks to achieve outstanding performance for our shareholders through a focus on increased revenue, adjusted EPS, EBIT, and relative total shareholder return (relative TSR is calculated based upon the S&P Healthcare Index, a broad and objective group of healthcare companies). Our current compensation program rewards our executives for achieving goals set for these financial measures, as well as provides them a direct incentive to both preserve shareholder value and increase the Company’s stock price. A substantial majority of the executives’ 2013 compensation opportunity was in the form of variable and performance-based awards, including performance-based cash compensation under our annual incentive cash plan (“MIB Plan”), restricted stock units and performance shares, all of which provide

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our executives a strong incentive to drive Company performance and increase shareholder value. Incentive compensation is guided by the following principles:

• the MIB Plan only provides payments if performance goals are met or exceeded;

• payments under the MIB Plan, if any, are based on a mix of Company goals common to all executives and strategic and individual goals for each executive in line with the executive’s major responsibilities, so that incentive cash payments relate to both Company performance as well as individual performance, and performance goals are tied to specific financial and operational priorities of the Company each year;

• by granting performance shares on overlapping cycles, the Company is able to make adjustments to new cycles of multi-year performance goals each year, as appropriate; and

• a significant portion of long-term incentives are earned only if three-year objective performance goals are met.

The Committee believes this program reflects our strong commitment to a results-driven compensation program. And, the amounts earned in 2013 by our named executive officers reflect this approach. For example, most of the Company’s financial goals under the MIB Plan were achieved above threshold but slightly below target, with the exception of revenue diversification, which did not achieve threshold (see page 30). As a result of the level of performance on those goals and after taking into account individual goals, despite our strong performance, each named executive officer received MIB Plan payouts below target, ranging from between 52 percent to 62 percent of the target. Our named executive officers were paid under the MIB Plan up to 25 percent less in 2013 than they received under the MIB Plan in the year prior, and up to 48 percent less than the MIB Plan payouts in 2011. The chart below shows the reduction in the total payout of the annual non-equity incentive compensation for Mr. King year over year from 2011 to 2013.

 

Strong Compensation Practices

Consistent with the Company’s focus on enhancing the alignment of the interests of our executive officers and those of our shareholders, the Company’s executive compensation program has the following features:

• all executives must meet significant stock ownership requirements that increase with their level of responsibility within the Company; in 2013 the stock ownership requirements for the Chief Executive Officer and Executive Vice Presidents were six times base salary and three times base salary, respectively;

• we prohibit pledging and hedging with respect to Company stock, including the use of “short sales,” “puts,” “calls” and similar instruments designed to offset the risk of a decline in the value of the Company’s stock;

• we do not provide any tax gross-ups to executives, including on any severance/change in control payments;

• there is a cap on the annual incentive cash payment opportunity even for extraordinary performance so that executives are not provided incentives to take inappropriate risks;

• there are no employment agreements with our executives;

• the Master Senior Executive Severance Plan, which provides financial protection for our executives in circumstances involving a change in control, is a “double trigger” plan, requiring termination following a change in control for severance payouts;

• a clawback provision under the 2012 Omnibus Incentive Plan that requires repayment of awards in the event of an accounting restatement involving certain forms of misconduct;

• no guaranteed bonuses;

• no personal use of corporate aircraft at LabCorp’s expense;

• no excessive severance or change in control provisions; and

• no payment of dividends on stock options or unvested performance awards.

The Role of the Compensation Committee

The Compensation Committee is responsible for the development, oversight and implementation of the executive compensation plan. The Committee works throughout the year reviewing compensation trends, evaluating emerging best practices and considering changes to the executive compensation program that will provide our senior management with an incentive to achieve superior financial results for the Company and align pay with performance. In determining whether changes to the executive compensation program are needed, the committee considers the goals and strategic objectives of the Company, including changes to the strategy that should be reflected in the incentive structure of

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the management team. The Committee also considers the results of prior advisory votes on compensation and direct shareholder feedback in determining changes to the executive compensation program. The Committee approves changes to each component of executive officer compensation, including merit increases in base salary, annual incentive awards and long-term equity incentive awards.

Compensation Decisions for Mr. King

With regard to compensation decisions for Mr. King, our Chief Executive Officer, the Compensation Committee considers results of his performance assessment, including input from all independent non-employee directors, as well as the Company’s financial and business performance. In an executive session, the chair of the Compensation Committee leads the independent non-employee directors through a review of Mr. King’s annual accomplishments, a review and approval of compensation actions recommended by the Compensation Committee, and a review of performance objectives for the next year. The Board (except for Mr. King) reviews and approves the Committee’s decisions with respect to Mr. King’s compensation.

The Role of Management

Annually, Mr. King is invited to provide input on the Compensation Committee’s executive compensation decisions, as well as propose awards for the other executive officers, based on his assessment of past and expected individual performance and contribution.

The Role of the Independent Consultant

Cook & Co., the Committee’s independent compensation consultant, plays an integral role in supporting the Compensation Committee in the compensation-setting process, and one of its representatives attends most of the Compensation Committee meetings to serve as a resource for the Committee. Cook & Co. provides insight and advice related to the Company’s compensation plans and policies, and provides recommendations based on compensation trends and regulatory/compliance developments. In order to encourage independent review and discussion of executive compensation matters, the Compensation Committee and the Committee chair may request meetings with the independent compensation consultant in executive session without management present. The Compensation Committee has sole authority to retain or replace the independent compensation consultant. In order to maintain consultant independence, Compensation Committee pre-approval is required for all services performed by the independent compensation consultant. In 2013, the Committee assessed the independence of Cook & Co. considering, among other factors, the independence factors established by the New York Stock Exchange. Specifically, Cook & Co. provides no services to the Company or its management other than the services provided to the Compensation Committee in its capacity as the Committee’s independent adviser on executive compensation matters. Cook & Co. affirmed that no member of the consulting team provided advice to the Company’s Compensation Committee or has any business or personal relationship with the CEO or any member of the Company’s Compensation Committee. It also affirmed that neither Cook & Co. nor any member of the consulting team serving the Company’s Compensation Committee owns any stock or equity derivatives of the Company. In addition, the Committee evaluated the work of Cook & Co. and determined that its work raised no conflict of interest, including under applicable New York Stock Exchange factors.

Use of Peer Group

In evaluating executive compensation, the Compensation Committee considers both absolute performance of the Company and performance relative to an established peer group, as well as the pay practices of that peer group. With input from Cook & Co., the comparative peer group is selected from public companies in the healthcare services industry that are closest to LabCorp in terms of scope of services and are of a similar size in terms of revenue, profitability, cash flow, market capitalization and number of employees. Beginning in 2012, the Committee also considered the peer group used by our most direct competitors in determining our peer group. The companies included in the 2013 comparative peer group were:

• Agilent Technologies, Inc.	• DaVita HealthCare Partners Inc.	• Quest Diagnostics Incorporated
• Allergan, Inc.	• Henry Schein, Inc.	• St. Jude Medical, Inc.
• Baxter International Inc.	• Life Technologies Corporation	• Stryker Corporation
• Becton, Dickinson and Company	• Omnicare, Inc.	• Thermo Fisher Scientific Inc.
• Boston Scientific Corporation	• Owens & Minor, Inc.	• Zimmer Holdings, Inc.
• Covidien plc

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Each year, with the support of Cook & Co., the Committee reviews the peer group to ensure it remains valid for benchmarking purposes and makes adjustments as needed to reflect changes in business strategy and peer circumstances (e.g., acquisitions). For 2013, Express Scripts was removed from the peer group. The Committee believes that the merger of Express Scripts and Medco materially changed the company’s size such that it is no longer an appropriate comparator.

Annually, Cook & Co. prepares a review of competitive total compensation for the Company’s executives versus total compensation for similar positions at our peer group companies and utilizes national survey data for executives for whom there is insufficient comparable information in the peer company proxy statements. The competitive review confirmed that, for 2013, the Company continues to meet its compensation objectives, with a mix of lower cash compensation and somewhat higher long-term incentives than its peers. We have historically emphasized higher long-term incentives to more closely align our executives’ interests with the long-term performance of the Company.

2013 Actions

Our executive compensation program focuses on three key elements of compensation: (i) annual salary; (ii) annual cash incentive pay; and (iii) long-term incentive awards. The following chart shows how these elements were used by the Committee in 2013.

In addition to the three main elements of our compensation program, we also provide limited perquisites, severance benefits, and post-retirement benefits as part of a standard, competitive compensation package.

Base Salary

While the Compensation Committee generally targets salary levels of the named executive officers at or below the median of the peer group, it retains the flexibility to adjust individual compensation to take into account variations in the individual’s job experience and responsibility, as reviewed and recommended to the Committee by Mr. King. Annual changes in base salaries are determined using several factors, including the peer group’s practices, our performance, the individual’s performance and increases generally provided to our employees.

For 2013, at Mr. King’s request, he did not receive an increase in base salary. Each of the other NEOs received a two percent increase in base salary for 2013. The decision to increase the base salaries for these NEOs was made after taking into account the factors above, the fact that the increases were consistent with increases given to all other employees in the Company, and the fact that there had been no increases to base salary for these officers in 2012. Subsequent to the establishment of the base salaries for 2013, the Compensation Committee determined in June 2013 that it was appropriate to increase the base salary for Mr. Boyle (by an additional $100,000) and, in October 2013 the Committee determined that it was appropriate to increase the base salary for Mr. Eberts (by an additional $75,000) to reflect the meaningful contributions each makes to the Company. In addition, after consulting with Cook & Co., the Committee determined that these base salary increases were also appropriate because the base salaries for Mr. Boyle and Mr. Eberts were below the competitive range.

LABORATORY CORPORATION OF AMERICA HOLDINGS - 2014 Proxy Statement   29

Annual Cash Incentive Pay (MIB Plan)

Our MIB Plan is designed to compensate our executives for achieving in-year goals that further the Company’s strategy and create shareholder value. Target MIB Plan award amounts for 2013 for the named executive officers ranged from 50 percent to 150 percent of base salary, depending on the role of the executive.

Company financial goals may be achieved by the named executive officers at a threshold, target or superior level. If actual performance measures fall between either the threshold and target levels or the target and superior levels, the payouts are prorated accordingly. If the threshold level of performance for a particular goal is not achieved, the payout for that goal is zero. Individual and strategic goals are measured based on a yes/no outcome (i.e., the goal was either achieved, triggering a 100 percent target payment, or was not achieved, resulting in no payment).

Company Financial Goals. For 2013 each of our named executive officers shared three Company financial goals based on the following three measures:

• Revenue (20 percent weighting);

• Adjusted EPS⁽¹⁾ (30 percent weighting); and

• Revenue Diversification⁽²⁾ (30 to 40 percent weighting).

The Revenue and Adjusted EPS performance measures were selected as performance measures because they are top-line and bottom-line measures used by the Company and the investment community to evaluate our operating performance. Revenue diversification was included because of the Company’s focus in 2013 on evaluating opportunities for diversification of the Company’s revenues.

In addition to the shared Company financial goals described above, the performance measures used for the remaining 10 percent to 20 percent of each named executive officer’s target amount were directed to specific areas of focus for each named executive officer for 2013, tying individual performance to strategic goals that were intended to contribute to our overall success. The individual and strategic goals applicable to each named executive officer under the MIB Plan for 2013 are discussed below under the heading “Summary of MIB Plan Payments by Executive.”

Setting and Evaluating Performance Targets. The threshold, target and superior goals for revenue, adjusted EPS, and achievement of revenue diversification measures were based on various outcomes considered by the Compensation Committee, with the target amounts most closely approximating the Company’s operating budget approved by the Board. The achievement of performance measures that are not financially-based was determined by the Committee in its discretion, after discussion with Mr. King. Performance levels are determined annually by the Compensation Committee based upon its collective experience and reasoned business judgment. The Compensation Committee determines the performance measures, performance targets and allocation for Mr. King. In turn, the Committee has delegated to Mr. King the responsibility of determining the incentive plans for each of the other named executive officers, using substantially the same Company targets established by the Compensation Committee, subject to the approval of the Compensation Committee.

Results for 2013 Company Financial Goals. The 2013 goals that were common for each of the named executive officers and the result for the year for each goal were:

Goal	Threshold	Target	Superior	2013 Result	% of Target
Revenue	$5,553 billion	$5,821 billion	$6,089 billion	$5,808 billion	99.8%
Adjusted EPS(1)	$6.85	$7.05	$7.15	$6.95	98.6%
Revenue Diversification(2)	$150 million	$200 million	$300 million	Below threshold – no payout for this goal	-

(1) Excluding the impact of restructuring and other special charges and amortization expense from the GAAP diluted earnings per share amount

(2) Calculated as run rate revenue from (i) new products, such as BeaconLBS® platforms and decision support and analytics capabilities, (ii) existing hospital channel and/or (iii) acquisitions that are not traditional clinical laboratories

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Mr. King

As Chief Executive Officer, Mr. King had individual goals for 2013 that were focused on the importance of executing key elements of our strategic plan. As a result of the achievements reflected in the table below, Mr. King’s earned annual incentive cash payment was approximately 52 percent of his 2013 target goal.

2013 TARGET AND ACTUAL PAYOUT

Base Salary	Target % of Base Salary	Total Opportunity at Target	Actual Payout % of Target	Actual Payout
$1,013,000	150%	$1,519,500	52%	$790,594

2013 RESULTS

	Allocation by Goal		Incentive Cash Payment	Opportunity by Goal by Level of Achievement
	%	Goal	Threshold	Target	Superior	Actual Payout
Company Financial Goals:(1)	20%	Revenue	$151,950	$303,900	$455,850	$296,756
	30%	Adjusted EPS	$227,925	$455,850	$911,700	$341,888
	40%	Revenue Diversification	$303,900	$607,800	$911,700	$-
Individual/Strategic Goals:(2)	10%	Succession Planning	$-	$151,950	$-	$151,950
TOTAL	100%		$683,775	$1,519,500	$2,431,200	$790,594

(1)	The 2013 results for the Company Financial Goals are set forth in the table above under the heading “Results for 2013 Company Financial Goals.”
(2)	The Compensation Committee determined that this goal was met and approved a payout at target based on the review and discussion of the succession plan.

Mr. Boyle

As Chief Operating Officer, Mr. Boyle had individual goals for 2013 that were based on operational matters in line with his major responsibilities. As a result of the achievements reflected in the table below, Mr. Boyle’s earned annual incentive cash payment was approximately 62 percent of his 2013 target goal.

2013 TARGET AND ACTUAL PAYOUT

Base Salary	Target % of Base Salary	Total Opportunity at Target	Actual Payout % of Target	Actual Payout
$522,240	125%	$652,800	62%	$404,931

2013 RESULTS

	Allocation by Goal		Incentive Cash Payment	Opportunity by Goal by Level of Achievement
	%	Goal	Threshold	Target	Superior	Actual Payout
Company Financial Goals:(1)	20%	Revenue	$65,280	$130,560	$195,840	$127,491
	30%	Adjusted EPS	$97,920	$195,840	$391,680	$146,880
	30%	Revenue Diversification	$97,920	$195,840	$293,760	$-
Individual/Strategic Goals:	10%	Transition of integrated genetics and integrated oncology businesses into Divisions(2)	$-	$65,280	$-	$65,280
	10%	Development of ACO (accountable care organization) team and strategy(3)	$-	$65,280		$65,280
TOTAL	100%		$261,120	$652,800	$1,011,840	$404,931

(1)	The 2013 results for the Company Financial Goals are set forth in the table above under the heading “Results for 2013 Company Financial Goals.”
(2)	The Compensation Committee determined that this goal was met and approved a payout at target based on the successful transition of these businesses into the divisions.
(3)	The Compensation Committee determined that this goal was met and approved a payout at target based on the successful development of an ACO team and strategy.

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Dr. Brecher

As Chief Medical Officer, Dr. Brecher had individual goals for 2013 that were based on the completion of the CKD (chronic kidney disease) retrospective study and implementation of the Up to Date in Beacon, in line with his major responsibilities. As a result of the achievements reflected in the table below, Dr. Brecher earned an annual incentive cash payment that was approximately 62 percent of his target goal.

2013 TARGET AND ACTUAL PAYOUT

	Target % of Base	Total Opportunity at	Actual Payout % of
Base Salary	Salary	Target	Target	Actual Payout
$346,392	50%	$173,196	62%	$107,435

2013 RESULTS

	Allocation by Goal		Incentive Cash Payment	Opportunity by Goal by Level of Achievement
	%	Goal	Threshold	Target	Superior	Actual Payout
Company Financial Goals:(1)	20%	Revenue	$17,320	$34,639	$51,959	$33,825
	30%	Adjusted EPS	$25,980	$51,959	$103,918	$38,970
	30%	Revenue Diversification	$25,980	$51,959	$77,939	$-
Individual/Strategic Goals:	10%	Complete CKD retrospective study(2)	$-	$17,320	$-	$17,320
	10%	Implementation of the Update to Date in Beacon(3)	$-	17,320	$-	$17,320
TOTAL	100%		$69,279	$173,197	$268,456	$107,435

(1)	The 2013 results for the Company Financial Goals are set forth in the table above under the heading “Results for 2013 Company Financial Goals.”
(2)	The Compensation Committee determined that this goal was met and approved a payout at target for this goal based on its review of the successful completion of the CKD retrospective study.
(3)	The Compensation Committee determined that this goal was met and approved a payout at target for this goal based on its review of the successful implementation of the Up to Date in Beacon.

Mr. Eberts

As Chief Legal Officer, Mr. Eberts had individual goals for 2013 that were based on legal and regulatory matters in line with his major responsibilities. As a result of the achievements reflected in the table below, Mr. Eberts’ earned an annual incentive cash payment that was approximately 62 percent of his 2013 target goal.

2013 TARGET AND ACTUAL PAYOUT

	Target % of Base	Total Opportunity at	Actual Payout % of
Base Salary	Salary	Target	Target	Actual Payout
$353,936	50%	$176,968	62%	$109,774

2012 RESULTS

	Allocation by Goal		Incentive Cash Payment	Opportunity by Goal by Level of Achievement
	%	Goal	Threshold	Target	Superior	Actual Payout
Company Financial Goals:(1)	20%	Revenue	$17,697	$35,394	$53,091	$34,562
	30%	Adjusted EPS	$26,545	$53,090	$106,180	$39,818
	30%	Revenue Diversification	$26,545	$53,090	$79,635	$-
Individual/Strategic Goals:	10%	Develop a Rapid Response Team and Public Relations Program(2)	$-	$17,697	$-	$17,697
	10%	Strengthen Compliance Department(3)	$-	$17,697	$-	$17,697
TOTAL	100%		$70,787	$176,968	$274,300	$109,774

(1)	The 2013 results for the Company Financial Goals are set forth in the table above under the heading “Results for 2013 Company Financial Goals.”
(2)	The Compensation Committee determined that this goal was met and approved a payout at target based on its review of the successful development of a Rapid Response Team and Public Relations Program.
(3)	The Compensation Committee determined that this goal was met and approved a payout at target based on successful expansion and strengthening of the Compliance Department, including expansion of the Company’s Compliance program to non-US based locations and responsiveness to compliance issues in the marketplace.

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Mr. Hayes

As Chief Financial Officer, Mr. Hayes had individual goals for 2013 that were based on his responsibility for financial management, as well as his responsibility for completing certain strategic acquisition integrations. As a result of the achievements reflected in the table below, Mr. Hayes earned an annual incentive cash payment that was approximately 52 percent of his target goal.

2013 TARGET AND ACTUAL PAYOUT

	Target % of Base	Total Opportunity at	Actual Payout % of
Base Salary	Salary	Target	Target	Actual Payout
$479,400	100%	$479,400	52%	$249,431

2013 RESULTS

	Allocation by Goal		Incentive Cash Payment	Opportunity by Goal by Level of Achievement
	%	Goal	Threshold	Target	Superior	Actual Payout
Company Financial Goals:(1)	20%	Revenue	$47,940	$95,880	$143,820	$93,626
	30%	Adjusted EPS	$71,910	$143,820	$287,640	$107,865
	30%	Revenue Diversification	$71,910	$143,820	$215,730	$-
Individual/Strategic Goals:	10%	Development of a plan and implement timeline for improved financial analytics and major expense categories(2)	$-	$47,940	$-	$47,940
	10%	Complete G&A portion of cost structure project and develop other aspects of project(3)	$-	$47,940	$-	$-
TOTAL	100%		$191,760	$479,400	$743,070	$249,431

(1)	The 2013 results for the Company Financial Goals are set forth in the table above under the heading “Results for 2013 Company Financial Goals.”
(2)	The Compensation Committee determined that this goal was met and approved a payout at target for this goal based on its review of the successful development of the plan and implementation of improved financial analytics and major expense categories.
(3)	The Compensation Committee determined that Mr. Hayes did not complete the general and administrative (“G&A”) portion of the cost structure project or develop other aspects of the project and therefore there was no payout for this goal.

Long-Term Incentive Awards

In 2013, for our long-term incentive awards we continued our practice of using a restricted stock vehicle (30 percent of target value, based on grant date fair value) and performance share awards (70 percent of target value, based on grant date fair value). For 2013, we discontinued the use of stock options as part of our long-term incentive compensation. In 2013, we increased the percentage of restricted stock unit awards by 5 percent to 30 percent and increased the percentage of performance awards by 30 percent to 70 percent. We made this change in response to shareholder feedback and to align our program more closely with market trends.

The Compensation Committee believed that a balanced program using these two award types achieves all of the following:

• rewards stock-price growth;

• delivers performance-based, at-risk compensation through performance shares;

• ensures longer-term business focus through the use of multi-year operational performance goals to determine the number of performance share awards ultimately earned;

• provides attractive retention features through multi-year vesting and the use of restricted stock units (3-year vesting requirement);

• aligns the interests of the executive officers, including the named executive officers, with the interests of all shareholders; and

• aligns with emerging practices of the market and is supported by the peer group data.

Long-term incentive award values for 2013 were structured so that target award opportunities were generally positioned at the median of the peer group. Mr. King’s award values for 2013 were slightly above the median of the peer group and the award values for the balance of the named executive officers for 2013 ranged from slightly above the median to below the median of the peer group. The Compensation Committee retains the flexibility to adjust individual award levels, taking into account variations in the individual’s job experience and responsibility, as reviewed and recommended to the Committee by Mr. King. These values were selected based on the Company’s desire to attract and retain executive talent, the Company’s stated objective of placing a greater emphasis on long-term incentives and the Committee’s assessment of the Company’s performance. Restricted stock units vest in equal one-third increments over a three-year period beginning on the first anniversary of the grant date.

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2013-2015 Performance Shares Granted

Performance shares granted to each of the named executive officers for the 2013-2015 performance period will become earned, if at all, based on cumulative revenue, relative total shareholder return (relative TSR is calculated based upon the S&P Healthcare Index, a broad and objective group of healthcare companies) and cumulative EBIT during the three-year performance period that began January 1, 2013 and ends December 31, 2015, as follows:

Goal	Weighting	Threshold	Target	Superior
Revenue (cumulative)	50%	$17,530.3 billion	$18,170.5 billion	$18,777.7 billion
Relative Total Shareholder Return	35%	30th Percentile	50th Percentile	70th Percentile
EBIT (cumulative)	15%	$3,276.4 billion	$3,395.2 billion	$3,511.0 billion

Details related to the grant size for each named executive officer can be found in the Grants of Plan Based Awards table on page 38.

Revenue was selected as a target because it is a top-line measure used by the Company and the investment community to evaluate our operating performance. The revenue goal in the long-term incentive program reflects the multilayer cycle in certain strategic revenue objectives. Relative total shareholder return was selected based on feedback from our shareholders, Cook & Co.’s recommendations and the Compensation Committee’s determination to tie a significant portion of long-term incentive compensation directly to share appreciation. EBIT was selected based on the perceived importance of this measure to the market price of our stock and its importance to growing operating income. Amounts earned are prorated for achievement between levels. Failure to achieve threshold would result in the executives receiving no performance shares for the period in question.

2011-2013 Performance Share Awards Earned

We granted performance share awards in 2011 that would be earned only to the extent the stated performance goals over the three-year performance period were realized. The performance shares granted in 2011 had a three-year performance period that ended December 31, 2013. The number of shares earned under these awards was determined based on performance during that period at 45 percent of target. The shares earned based on performance were subject to an additional time-based vesting requirement through March 27, 2014. The following chart summarizes the cumulative performance goals and results for this award:

				Threshold	Target	Superior	2011-2013 Result
Goal		Weighting		(5% annual growth)*	(9% annual growth)*	(11-16% annual growth)*
Diluted EPS	(Cumulative Total)	70	%	$19.82	$20.45	$21.16	$20.00
				(2% annual growth)*	(4% annual growth)*	(6% annual growth)*
Sales** (in millions)	(Cumulative Total)	30	%	$16,112.7	$16,447.5	$16,778.7	$16,034.5

*	Percentage increases are calculated for Years 2 and 3.
**	Excludes revenue from Gamma Dynacare.

The chart below shows the reduction in the total payout of the performance share awards earned for Mr. King year over year from 2011 to 2014.

 

Equity Grant Practices; Clawback Requirement

Generally, the Compensation Committee approves equity grants at the beginning of the year in connection with a regularly scheduled Compensation Committee meeting. Under the 2012 Omnibus Incentive Plan used for these awards, the grant date of an award is the date the Compensation Committee approves the award and the price is based on the closing market price on the grant date. The Compensation Committee does not time awards with the release of information concerning the Company.

Awards that have been made pursuant to the 2012 Omnibus Incentive Plan are subject to a mandatory repayment policy, pursuant to which gains on such awards may be recovered in the event of an accounting restatement involving certain forms of misconduct. In addition, awards made under the 2012 Omnibus Incentive Plan may be annulled if the grantee is terminated for cause (as defined in the 2012 Omnibus Incentive Plan or in any other agreement with the grantee).

Stock Ownership Guidelines

The Board believes that requiring senior management to maintain a significant personal level of stock ownership ensures that each member of senior management is financially aligned with the interests of our

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shareholders. Pursuant to the executive stock ownership program, each member of senior management must acquire and maintain a level of ownership in the Company’s Common Stock equivalent to a number of shares having a value that is a multiple of that executive’s base salary using the salary and stock price as of the date he or she became subject to the stock ownership program. This level will be adjusted if the executive’s position changes and the new position has a different ownership requirement. An executive is required to maintain this level of stock ownership throughout his or her tenure with the Company until near retirement, as explained below. In 2012, the guidelines were revised to increase the multiple for the Chief Executive Officer to 6x and the multiple for Executive Vice Presidents to 3x. In 2013, the guidelines were revised to cover all senior leadership. The ownership requirements for each position are:

Position	Company Stock Ownership Requirements as a Multiple of Base Salary
Chief Executive Officer	6x
Executive Vice Presidents	3x
All Other Senior Leadership	1x

Until the ownership requirement is met, an executive is required to hold 50 percent of any shares of Company stock acquired upon the lapse of restrictions on any stock grant and upon the exercise of stock options, net of taxes and shares used to pay the exercise price. If an executive fails to meet or show progress towards satisfying these requirements, the Compensation Committee may reduce future equity grants or other incentive compensation for that executive. Once an executive reaches the age of 62, the ownership requirement is reduced by 50 percent, and once an executive reaches the age of 64, the ownership requirement is reduced by 75 percent. As of December 31, 2013, each of the Named Executive Officers had exceeded his required stock ownership levels.

Ban on Pledging and Hedging Transactions

The Company maintains an Insider Trading Policy that prohibits executives and key employees from pledging and hedging with respect to Company stock, including the use of “short sales,” “puts,” “calls” and similar instruments designed to offset the risk of a decline in the value of the Company’s stock.

Perquisites

Beginning in 2011, the Compensation Committee phased out certain perquisites for executives that were not considered consistent with emerging compensation practices, which resulted in discontinuing the annual car allowance, home security system allowance and club membership allowance. The Compensation Committee determined that financial services, long-term disability and personal liability insurance and a wellness exam allowance were appropriate to continue because these benefits help ensure that the Company’s executives maintain appropriate fiscal and physical health, which contributes to stable executive leadership for the Company. The aggregate value of these perquisites for 2013 was approximately $14,177 for Mr. King and an average of approximately $10,605 for each of the other named executive officers. While the Compensation Committee believes that the remaining perquisites are conservative and beneficial to the Company, there are no tax gross-up payments associated with these perquisites. For more information on perquisites in 2013, including the valuation and amounts, see the “Summary Compensation Table” below.

Termination and Change-in-Control Payments

The Company has not entered into any employment agreements or other individual termination arrangements with any executives.

The Company has had a severance plan in place since 1996 that provides participants financial protection in circumstances involving a qualifying termination, with a higher level of payment if the qualifying termination occurs within three years of a change in control (a “double trigger”). The severance plans are comprised of the Amended and Restated Master Senior Executive Severance Plan (the “Amended and Restated Severance Plan”) and a Master Senior Executive Change-in Control Severance Plan (the “Change-in-Control Plan”). The Company originally adopted and continues to maintain the severance plans to provide a competitive benefit necessary to attract and retain executives, and so that in the context of a change in control the executive would consider corporate actions that would benefit shareholders without regard to personal finances.

As a result of amendments over time, we believe that the severance plans are appropriately structured and consistent with current market practice. For example, the severance plans provide for severance payments that reflect the actual performance of the executive over prior periods by basing severance payments on actual, rather than target, annual MIB Plan payments and the plans do not have tax gross-up payments associated with change-in-control payments. For additional information on the termination and change-in-control benefits under the Amended and Restated Severance Plan and the Change-in-Control Plan, see “Potential Payments Upon Termination or Change-in-Control” on page 43.

The 2012 Omnibus Incentive Plan provides that if awards are assumed or substituted in connection with a change in control, a double trigger is required for accelerated vesting. The plan does not provide for any gross-up and we believe these provisions are consistent with emerging compensation trends.

In 2004, the Board approved the Senior Executive Transition Policy (the “Transition Policy”) to reflect the belief that a strong succession planning process ensures the continued success of the Company while failure to ensure a smooth transition of leadership would have an adverse effect on the Company and its shareholders. The Compensation Committee continues to believe that the Transition Policy is important to strong succession planning for the Company’s most senior positions. Eligibility requirements for the Transition Policy include, (a) being a member of the management Executive Committee (“EC”) and designated as a participant by the Chief Executive Officer and the Compensation Committee, (b) having five years of service as an EC member, (c) having 10 years of service with the Company, and (d) approval from the Board of a plan that ensures a smooth and effective transition of the departing executive’s management team and includes a non-solicit and non-compete agreement. Currently, the only individuals designated for participation in the Transition Policy are Messrs. King and Hayes. The Company expects that Mr. Hayes will meet the eligibility requirements of the Transition Policy upon his retirement in 2014. The eligibility requirements of the Transition Policy are designed to ensure the retention of the executive over a period of time, to provide the Company with the ability to limit participation to the most senior executives and to ensure the goal of strong succession planning. The Transition Policy also provides additional protection to the Company in the form of non-compete and non-solicitation obligations on the part of the departing executive, and the policy sets forth the treatment of long-term incentive awards made under the Company’s stock incentive plans in the event of a voluntary termination before age 65.

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Deferred Compensation Program

In 2001, the Board approved the Deferred Compensation Plan (“DCP”), under which certain of the Company’s executives, including the named executive officers, may elect to defer up to 100 percent of their annual cash incentive pay and/or up to 50 percent of their annual base salary and/or eligible commissions subject to annual limits established by the federal government. The deferral limits were based on the Compensation Committee’s assessment of best practices at the time the DCP was established. The DCP provides executives a tax efficient strategy for retirement savings and capital accumulation without significant cost to the Company. The Company makes no contributions to the DCP. For additional information on the DCP, see the “Nonqualified Deferred Compensation Table” and accompanying narrative on page 42.

Retirement Plans

The Company previously adopted a supplemental retirement plan, the Pension Equalization Plan (the “PEP”) for executives, including the named executive officers who have met the Plan’s service requirements. The PEP is an unfunded, non-contributory, non-qualified plan that was designed to provide income continuation benefits at retirement and work in conjunction with the Company’s Cash Balance Retirement Plan (the “Cash Balance Plan”), a qualified and funded defined benefit plan available to substantially all employees. The PEP was intended to provide additional retirement benefits to a select group of management employees as an integral part of a total compensation package designed to attract and retain top executive performers. Requirements of participation when the PEP was established included (a) approval of participation by the Chief Executive Officer, (b) being named as a Senior or Executive Vice President or operating in the capacity of one, or (c) being named as the President or Chief Executive Officer. Effective January 1, 2010, both the PEP and the Cash Balance Plan were frozen; after that date no new participants have been admitted and no further service credits will be awarded to current participants.

The Company currently offers a defined contribution retirement savings plan (i.e., 401(k) plan) called the Employees’ Retirement Savings Plan. Participation in this plan is available to all eligible US-based employees, including executives. Company contribution information for executives is reflected in the “Summary Compensation Table” below.

Tax and Accounting Treatments

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) limits the corporate federal income tax deduction for certain “non-performance based” compensation paid to the chief executive officer and, pursuant to IRS guidance, each of the three highest-paid employees (other than the chief financial officer) of public companies to $1 million per year. Compensation that is “performance-based” under Section 162(m) is not subject to this deduction limit. The Compensation Committee has carefully considered the Company’s executive compensation program in light of the applicable tax rules. Our 2012 Omnibus Incentive Plan was structured to permit us to use awards that qualify as “performance-based” under Section 162(m) where appropriate, including for stock options, performance share awards and the majority of our annual cash incentive program. The Compensation Committee believes that tax deductibility is but one factor to be considered in fashioning an appropriate compensation package for executives. As a result, the Compensation Committee exercises its discretion in this area to design a compensation program that serves the long-term interests of the Company and has regularly decided that it is appropriate for the Company to make some compensation awards that are non-deductible. The non-deductible portion of executive compensation paid in 2013 was $2,188,108.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of the Company has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and in the Company’s Annual Report on Form 10-K (including through incorporation by reference to this Proxy Statement).

THE COMPENSATION COMMITTEE

M. Keith Weikel, Chairman
Kerrii B. Anderson
Jean-Luc Bélingard
Peter M. Neupert
Adam H. Schechter

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EXECUTIVE COMPENSATION

Summary Compensation Table

The compensation paid, accrued or awarded during the years ended December 31, 2011, 2012 and 2013 to the Company’s named executive officers, which includes the Chief Executive Officer, the Chief Financial Officer and the three other most highly compensated executive officers serving at year-end, is set forth below:

						Change in
						Pension
						Value and
						Nonqualified
					Non-Equity	Deferred
					Incentive Plan	Compensation	All Other
Name and Principal		Salary	Stock Awards	Option Awards	Compensation	Earnings	Compensation
Position	Year	($)(1)	($)(2)	($)(2)	($)(3)	($)(4)	($)(5)	Total ($)
David P. King	2013	$1,013,000	$7,450,735	$-	$790,594	$-	$26,667	$9,280,996
Chief Executive Officer	2012	$1,012,700	$5,288,813	$2,252,068	$1,056,872	$58,906	$24,402	$9,693,761
	2011	$993,800	$4,546,074	$3,285,146	$2,019,536	$188,782	$25,660	$11,058,998
James T. Boyle	2013	$587,200	$3,554,850	$-	$404,931	$-	$22,236	$4,569,217
Executive Vice President	2012	$511,900	$1,695,335	$869,878	$430,605	$27,400	$23,427	$3,558,545
Chief Operating Officer	2011	$501,900	$1,460,914	$1,055,543	$803,421	$92,006	$27,489	$3,941,273
Mark E. Brecher	2013	$345,260	$491,909	$-	$107,435	$-	$19,973	$964,577
Senior Vice President
Chief Medical Officer
F. Samuel Eberts III	2013	$371,529	$491,909	$-	$109,774	$-	$13,252	$986,464
Senior Vice President	2012	$346,929	$331,672	$171,271	$116,734	$14,089	$12,423	$993,118
Chief Legal Officer
William B. Hayes	2013	$477,833	$2,537,031	$-	$249,431	$-	$25,059	$3,289,354
Executive Vice President	2012	$469,961	$1,686,254	$863,869	$292,725	$36,720	$24,372	$3,373,901
Chief Financial Officer	2011	$465,151	$1,442,766	$1,044,432	$629,321	$152,046	$26,350	$3,760,066

(1)

Values reflect the amounts actually paid to the named executive officers in each year. Base salary adjustments, if any, typically occur in February of each year, and are normally effective on March 1. Base salary adjustments are typically not retroactive to the beginning of the year.

(2)

Represents the aggregate grant date fair value of stock options, restricted stock, restricted stock units and performance shares for each named executive officer granted during each respective year, computed in accordance with accounting standards for stock-based compensation. The grant date fair value of restricted stock unit is based on the closing price of the Common Stock on the applicable grant date. For performance share awards, 65 percent of the grant date fair value is based on the closing price of the Common Stock on the applicable grant date, and 35 percent of the grant date fair value is based on a Monte-Carlo simulated fair value for the relative (to the peer companies listed in the S&P 500 Health Care Index) total shareholder return component of the performance awards. For this purpose, performance share awards included in the above totals are valued assuming achievement at target, which was the probable outcome determined for accounting purposes at the time of grant. The target and maximum grant date values of performance share awards for 2013 included above are as follows:

	Grant Date Value at Target Performance	Grant Date Value at Maximum Performance
Name	($)	($)
David P. King	$5,232,473	$9,156,785
James T. Boyle	$1,794,170	$3,139,756
Mark E. Brecher	$345,276	$604,234
F. Samuel Eberts III	$345,276	$604,234
William B. Hayes	$1,781,517	$3,117,611

(3)	Represents the amounts earned by each named executive officer during 2013 pursuant to the Company’s MIB Plan. For additional information on these awards for 2013, see the “Grants of Plan-Based Awards” table below and “Compensation Discussion & Analysis – Annual Cash Incentive Pay” above.
(4)	Represents solely the aggregate change in the actuarial present value of each named executive officer’s accumulated benefit under the Company’s pension plans in the year indicated. All of the NEOs had negative total actuarial values in 2013 as follows, except for Dr. Brecher, who is not eligible to be in the plans based on his date of hire: Mr. King – ($68,338); Mr. Boyle – ($34,506); Mr. Hayes – ($80,830); and Mr. Eberts – ($22,184). Negative values are not reflected in the table above. For the assumptions made in the 2013 valuations, see Note 16 to the Company’s audited financial statements included within its Annual Report on Form 10-K for the year ended December 31, 2013. These assumptions change from year to year to reflect current market conditions.
(5)	Includes the value of the following perquisites: financial services, executive long-term disability premiums, personal liability insurance premiums, and wellness exam pursuant to the policies in effect for a particular year. Also includes Company 401(k) contributions, which is applicable to all eligible employees. Financial services amounts are based on the actual amounts paid by the Company to its third party vendor for financial services. Use of the corporate jet is provided by the Company to the named executive officers for business trips. Any personal use of the corporate jet is strongly discouraged and subject to review and prior approval by the CEO and designated directors. In 2011, 2012 and 2013, none of the named executive officers had any personal use of the corporate jet.

LABORATORY CORPORATION OF AMERICA HOLDINGS - 2014 Proxy Statement   37

Perquisites

The table below details the perquisites including those that exceeded 10 percent of the total perquisites offered to the named executive officer during 2013, plus the Company contributions into each executive’s 401(k) account during 2013.

		Financial	Long-term	Personal Liability	Wellness	Company-paid
Name	Year	Services(a)	Disability(a)	Insurance(a)	Exam(a)	401-k(b)
David P. King	2013	$13,170	$2,340	$1,007	$-	$10,150
James T. Boyle	2013	$9,515	$1,950	$621	$-	$10,150
Mark E. Brecher	2013	$9,945	$1,820	$558	$-	$7,650
F. Samuel Eberts III	2013	$3,173	$1,872	$558	$-	$7,650
William B. Hayes	2013	$9,838	$1,950	$621	$-	$12,650

(a)	Represents the actual cost of the perquisite, the value of which is taxable to the named executive officer, but which taxes are not reimbursed by the Company.
(b)	Includes the Company Non-Elective Safe Harbor Contribution and Company Discretionary Contribution, which is applicable to all eligible employees.

Grants of Plan-Based Awards

During 2013, the following restricted stock unit and performance share awards, and annual cash incentive awards pursuant to the MIB Plan, were made to the named executive officers.

			Estimated Possible Payouts Under						Estimated Future Payouts Under			All Other
			Non-Equity Incentive Plan Awards(1)						Equity Incentive Plan Awards(2)			Stock Awards:
												Number of	Grant Date
												Shares of Stock	Fair Value
			Threshold		Target		Maximum		Threshold	Target	Maximum	or Units	of Stock
Name	Award Type	Grant Date	($)		($)		($)		(#)	(#)	(#)	(#)(3)	Awards(4)
David P. King	Restricted Stock Units	2/12/13										24,810		$2,218,262
	Performance Shares	2/12/13							25,581	57,890	101,307			$5,232,474
	MIB Plan	3/31/13		$683,776		$1,519,500		$2,431,200
James T. Boyle	Restricted Stock Units	2/12/13										18,510		$1,760,679
	Performance Shares	2/12/13							8,771	19,850	34,737			$1,794,170
	MIB Plan	3/31/13		$261,120		$652,800		$1,011,840
Mark E. Brecher	Restricted Stock Units	2/12/13										1,640		$146,632
	Performance Shares	2/12/13							1,688	3,820	6,685			$345,276
	MIB Plan	3/31/13		$69,279		$173,197		$268,456
F. Samuel Eberts III	Restricted Stock Units	2/12/13										1,640		$146,632
	Performance Shares	2/12/13							1,688	3,820	6,685			$345,276
	MIB Plan	3/31/13		$70,787		$176,968		$274,300
William B. Hayes	Restricted Stock Units	2/12/13										8,450		$755,515
	Performance Shares	2/12/13							8,709	19,710	34,492			$1,781,516
	MIB Plan	3/31/13		$191,760		$479,400		$743,070

(1)	Amounts represent the range of possible payouts denominated in dollars pursuant to the MIB Plan, as established by the Compensation Committee in February 2013. Actual amounts paid out pursuant to the plan are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above. For a discussion of the performance criteria applicable to these awards, see “Compensation Discussion and Analysis – Annual Cash Incentive Pay” above.
(2)	Amounts represent the range of estimated potential shares to be earned under performance share awards. The performance share awards vest at the end of three years provided that certain performance metrics are met. For a discussion of the performance criteria applicable to these awards, see “Compensation Discussion and Analysis – Long-Term Incentive Equity Awards” above.
(3)	Amounts represent restricted stock unit awards that vest ratably over three years, beginning on the first anniversary of the grant date, based on continued service.
(4)	Amounts represent the full grant date fair value of restricted stock unit and performance share awards as computed in accordance with accounting standards for stock-based compensation, but excluding the effect of estimated forfeitures. The amounts shown in this column will likely vary from the amount actually realized by any named executive officer based on a number of factors, including the number of shares that ultimately vest, the satisfaction or failure to meet any performance criteria, the timing of any exercise or sale of shares, and the price of the Company’s Common Stock. The value of the performance share awards if they are achieved at the maximum payout is as follows: Mr. King—$9,156,785; Mr. Boyle—$3,139,756; Mr. Eberts—$604,234; Dr. Brecher—$604,234; and Mr. Hayes—$3,117,611.

LABORATORY CORPORATION OF AMERICA HOLDINGS - 2014 Proxy Statement   38

Outstanding Equity Awards at Fiscal Year-End

The following table shows, as of December 31, 2013, the number of outstanding stock options, restricted stock, restricted stock unit and performance shares held by the named executive officers:

		Option Awards				Stock Awards
									Equity
								Equity	Incentive
								Incentive	Plan Awards:
								Plan Awards:	Market or
								Number of	Payout Value
		Number of	Number of					Unearned	of Unearned
		Securities	Securities			Number of	Market Value	Shares, Units	Shares, Units
		Underlying	Underlying			Shares or Units	of Shares or	or Other	or Other
		Unexercised	Unexercised	Option	Option	of Stock That	Units of Stock	Rights That	Rights That
		Options (#)	Options (#)	Exercise Price	Expiration	Have Not	That Have Not	Have Not	Have Not
Name	Grant Date	Exercisable	Unexercisable(1)	($)	Date	Vested (#)(2)	Vested ($)(6)	Vested (#)(3,4,5)	Vested ($)(6)
David P. King	2/20/2007	150,000		$80.37	2/20/2017
	5/07/2008	195,700		$75.63	5/07/2018
	2/10/2009	24,200		$60.04	2/10/2019
	2/09/2010	196,400		$70.15	2/09/2020
	2/09/2011	118,266	59,134	$90.74	2/09/2021
	5/24/2012	49,966	99,934	$84.86	5/23/2022
	2/09/2011					5,567	$508,657
	2/28/2012					14,734	$1,346,246
	2/12/2013					24,810	$2,266,890
	2/09/2011							15,063	$1,376,306
	2/28/2012							35,300	$3,225,361
	2/12/2013							57,890	$5,289,409
James T. Boyle	2/09/2011	38,000	19,000	$90.74	2/09/2021
	5/24/2012	19,300	38,600	$84.86	5/23/2022
	2/09/2011					1,800	$164,466
	2/28/2012					4,734	$432,546
	2/12/2013					8,510	$777,559
	6/03/2013					10,000	$913,700
	2/09/2011							4,825	$440,860
	2/28/2012							11,300	$1,032,481
	2/12/2013							19,850	$1,813,695
Mark E. Brecher	2/9/2011	7,733	3,867	$90.74	2/9/2021
	5/24/2012	3,800	7,600	$84.86	5/23/2022
	2/9/2011					367	$33,533
	2/28/2012					934	$85,340
	2/12/2013					1,640	$149,847
	2/9/2011							992	$90,639
	2/28/2012							2,200	$201,014
	2/12/2013							3,820	$349,033
F. Samuel Eberts III	5/7/2008	9,200		$75.63	5/7/2018
	2/10/2009	18,200		$60.04	2/10/2019
	2/9/2010	14,100		$70.15	2/9/2020
	2/9/2011	7,733	3,867	$90.74	2/9/2021
	5/24/2012	3,800	7,600	$84.86	5/23/2022
	2/9/2011					367	$33,533
	2/28/2012					934	$85,340
	2/12/2013					1,640	$149,847
	2/9/2011							992	$90,639
	2/28/2012							2,200	$201,014
	2/12/2013							3,820	$349,033

LABORATORY CORPORATION OF AMERICA HOLDINGS - 2014 Proxy Statement   39

		Option Awards					Stock Awards
										Equity
									Equity	Incentive
									Incentive	Plan Awards:
									Plan Awards:	Market or
									Number of	Payout Value
			Number of	Number of					Unearned	of Unearned
			Securities	Securities			Number of	Market Value	Shares, Units	Shares, Units
			Underlying	Underlying			Shares or Units	of Shares or	or Other	or Other
			Unexercised	Unexercised	Option	Option	of Stock That	Units of Stock	Rights That	Rights That
			Options (#)	Options (#)	Exercise Price	Expiration	Have Not	That Have Not	Have Not	Have Not
Name	Grant Date		Exercisable	Unexercisable(1)	($)	Date	Vested (#)(2)	Vested ($)(6)	Vested (#)(3,4,5)	Vested ($)(6)
William B.	2/09/2011		37,600	18,800	$90.74	2/09/2021
Hayes	5/24/2012		19,166	38,334	$84.86	5/23/2022
	2/09/2011						1,767	$161,451
	2/28/2012						4,667	$426,424
	2/12/2013						8,450	$772,077
	2/09/2011								4,780	$436,749
	2/28/2012								11,300	$1,032,481
	2/12/2013								19,710	$1,800,903

(1)	Stock option awards vest ratably over three years beginning on the first anniversary of the grant date.
(2)	Restricted stock units vests ratably over three years beginning on the first anniversary of the grant date. Amounts shown represent the remaining unvested portion.
(3)	Represents the number of shares subject to the February 9, 2011 performance awards that vested on March 27, 2014 following the performance period ending December 31, 2013.
(4)	Based on performance to date, represents the number of shares subject to the February 28, 2012 performance awards for the performance period ending December 31, 2014, assuming achievement at target. Information on the threshold, target and maximum awards are provided in the “Grants of Plan-Based Awards” table in the Company’s proxy statement for its 2013 Annual Meeting.
(5)	Based on performance to date, represents the number of shares subject to the February 12, 2013 performance awards for the performance period ending December 31, 2015, assuming achievement at target. Information on the threshold, target and maximum awards are provided in the “Grants of Plan-Based Awards” table above.
(6)	Aggregate market value is calculated based on the Common Stock price on December 31, 2013, which was $91.37 per share, multiplied by the number of shares or units, respectively, for each unvested performance or stock award.

LABORATORY CORPORATION OF AMERICA HOLDINGS - 2014 Proxy Statement   40

Option Exercises and Stock Vested

The following chart shows, for 2013, the number and value of stock options exercised and the number and value of vested restricted stock and performance awards for each of the named executive officers:

	Option Awards(1)		Stock Awards(2)
	Number of Shares	Value Realized on	Number of Shares	Value Realized on
	Acquired on Exercise	Exercise	Acquired on Vesting	Vesting
Name	(#)	($)	(#)	($)
David P. King	175,000	$6,736,835	55,160	$4,961,971
James T. Boyle	148,234	$4,562,936	17,708	$1,592,935
Mark E. Brecher	14,900	$458,640	4,038	$363,361
F. Samuel Eberts III	20,000	$978,526	3,912	$352,000
William B. Hayes	149,434	$3,391,679	18,396	$1,655,036

(1)

The value realized on exercise was based on the price at which these shares were sold, which occurred simultaneously with their exercise. Consequently, the value realized was the sale price minus the strike price, multiplied by the number of shares exercised and sold.

(2)

Represents one-third of the restricted stock granted on February 9, 2010, which vested on February 9, 2013 at $90.06 per share, the closing price on February 11, 2013 (the first trading day following February 9, 2013, a Saturday), one-third of the restricted stock granted on February 9, 2011, that vested on February 9, 2013 at $90.06 per share, the closing price on February 11, 2013, one-third of the restricted stock granted on February 28, 2012, that vested on February 28, 2013 at $88.60 per share, the closing price on that date, and 93.3 percent of the performance award granted on February 9, 2010 that vested on March 28, 2013 at $90.20 per share, the closing price on that date.

Retirement Benefits

Prior to January 1, 2010, substantially all employees, including each of the named executive officers except for Dr. Brecher (who was hired after January 2010), were offered the opportunity to participate in the Cash Balance Plan, and the plan was fully funded by the Company both in terms of an annual service credit, which is a percentage of base salary, and an interest credit, currently at 4 percent per year. Eligibility requirements under the Cash Balance Plan included one year of service (participants entered the plan in either January or July after meeting the service requirement) and the employee must have reached 21 years of age. Each named executive officer has met the eligibility requirements. As discussed above, the Company also has a Pension Equalization Plan (“PEP”). See “Compensation Discussion & Analysis – Retirement Plans” above.

In October 2009, the Board froze any additional service-based credits for any years of service after December 31, 2009 with respect to both the Cash Balance Plan and the PEP. Both plans are closed to new entrants. Current participants in the Cash Balance Plan and the PEP have stopped earning service-based credits, but will continue to earn interest credits.

Under both the Cash Balance Plan and the PEP, a participant is eligible for benefits at normal retirement at age 65 or early retirement at age 55, subject to reduced benefits for each year under age 65. For early retirement at or after age 55 with reduced benefits, there is a reduction of 6 percent applied to the full retirement benefit for every year under the age of 65.

Before the Cash Balance Plan was frozen for any additional service-based credits, the Cash Balance Plan, as supplemented by the PEP, was designed to provide an employee having 25 years of credited service with an annuity equal to 52 percent of “final average pay” less 50 percent of estimated individual Social Security benefits. “Final average pay” is defined as the highest five consecutive years of base salary during the ten years of employment preceding termination or retirement. The participant, if single, has one payment option: ten-year certain and life annuity. If married, the participant has two payment options: (a) ten-year certain and life annuity; or (b) 50 percent joint and survivor annuity. The ten-year certain and life annuity offers a guaranteed minimum payment for ten years. The 50 percent joint and survivor annuity offers half the annuity payments to the surviving spouse.

The formula for calculating the amount payable to the named executive officers other than Dr. Brecher under the Cash Balance Plan, in conjunction with the PEP, is illustrated as follows (ten-year certain and life annuity method):

(0.52) x (Final Average Pay) – (0.50) x (Social Security Benefit)] x (Credited Service up to 25 years) ÷ (25)

The amount payable could be less if the participant elected to receive benefits under the 50 percent joint and survivor annuity option.

LABORATORY CORPORATION OF AMERICA HOLDINGS - 2014 Proxy Statemen   41

The following table shows, as of December 31, 2013, the present value of accumulated benefits under the Company’s Cash Balance Plan and PEP for each of the named executive officers:

		Number of Years	Present Value of	Payments During Last
		Credited Service	Accumulated Benefit	Fiscal Year
Name	Plan Name	(#)(1)	($)(2)	($)
David P. King	Cash Balance Plan	7.00	$48,170	$ -
	Pension Equalization Plan	8.25	$798,323	$ -
James T. Boyle	Cash Balance Plan	9.50	$63,742	$ -
	Pension Equalization Plan	10.83	$340,308	$ -
Mark E. Brecher	Cash Balance Plan	-	$-	$ -
	Pension Equalization Plan	-	$-	$ -
F. Samuel Eberts III	Cash Balance Plan	4.00	$24,939	$ -
	Pension Equalization Plan	5.33	$173,122	$ -
William B. Hayes	Cash Balance Plan	12.00	$83,598	$ -
	Pension Equalization Plan	13.25	$401,086	$ -

(1)

The Company’s Cash Balance Plan had been offered to substantially all employees after a year of service and after reaching 21 years of age. Plan entry dates were January and July of each year. The PEP was amended January 1, 2004, to waive the one-year service requirement. Because of these differing service crediting provisions, there could be a difference of up to 1.5 years between Cash Balance Plan service and PEP service reflected in the column. Credited years of service equals actual years of service with the Company, subject to the crediting provisions above.

(2)

The calculation of present value of accumulated benefit is based on a normal retirement age of 65, as defined by each plan, and credited service and certain discount rate and mortality inputs. For the assumptions made in the valuations, see Note 16 to the Company’s audited financial statements included within the 2013 Annual Report on Form 10-K for the year ended December 31, 2013.

Deferred Compensation Plan

The DCP offers eligible participants another vehicle to accumulate savings for retirement. See “Compensation Discussion & Analysis – Deferred Compensation Program” above. Amounts deferred by a participant are credited to a bookkeeping account maintained on behalf of each participant, which is used for the measurement and determination of amounts to be paid to a participant, or his or her designated beneficiary, pursuant to the terms of the DCP. Deferred amounts are the Company’s general unsecured obligations and are subject to claims by the Company’s creditors. The Company’s general assets or existing Rabbi trust may be used to fund payment obligations and pay DCP benefits.

According to the terms of the DCP, a participant has the opportunity to allocate deferred amounts to one or more of 16 measurement funds offered. The measurement funds are indexed to externally managed funds inside the Company’s insurance-backed account. Amounts in these accounts can earn variable returns, including negative returns. Deemed earnings on the deferrals are based on these measurement funds and have no guaranteed rate of return. The Company makes no contributions to the DCP.

Under the DCP, a participant may make separate distribution elections with respect to each year’s deferrals. These distribution elections include the ability to elect a single lump-sum payment or annual installment payments.

The following table summarizes each named executive officer’s contributions, earnings and aggregate balance under the DCP as of December 31, 2013:

	Executive	Registrant	Aggregate	Aggregate
	Contributions in	Contributions in	Earnings in Last	Withdrawals/	Aggregate Balance
Name	Last FY ($)(1)	Last FY ($)	FY ($)(2)	Distributions ($)	at Last FYE ($)(3)
David P. King	$-	$-	($3,300)	$-	$833,690
James T. Boyle	$-	$-	$-	$-	$-
Mark E. Brecher	$-	$-	$-	$-	$-
F. Samuel Eberts III	$-	$-	$-	$-	$-
William B. Hayes	$-	$-	$8,362	$-	$44,358

(1)	Amounts in this column would be included in the Salary column of the Summary Compensation Table above.
(2)	Amounts in this column are not included in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the Summary Compensation Table as they do not qualify as above market or preferential earnings. For Mr. King, the amount indicated represents a loss.
(3)	For Mr. King, $681,155 of the amount in this column was reported in the Summary Compensation Table for 2013 and in prior years.

LABORATORY CORPORATION OF AMERICA HOLDINGS - 2014 Proxy Statement   42

Potential Payments Upon Termination or Change of Control

The tables that follow provide information related to compensation payable to each named executive officer assuming termination of such executive’s employment on December 31, 2013, or assuming a change in control with corresponding qualifying termination occurred on December 31, 2013. Amounts also assume the price of Common Stock was $91.37, the closing price on December 31, 2013.

				Involuntary
				Not for
	Voluntary	Early		Cause or
	Termination	Retirement	Normal	Good Reason	For Cause	Change-in-
David P. King	(#)	(#)	Retirement	Termination	Termination	Control	Disability	Death
Severance (Related to Base Compensation)	$-	$-	$-	$2,026,000	$-	$3,039,000	-	-
Severance (Related to Annual Incentive Cash Payments)	$-	$-	$-	$3,319,389	$-	$4,979,083	-	-
Excise Tax & Gross-up	$-	$-	$-	$-	$-	$-	-	-
Stock Options	$2,867,604	$2,867,604	$687,824	$-	$-	$687,824	$687,824	$687,824
Restricted Stock	$4,121,793	$4,121,793	$4,121,793	$-	$-	$4,121,793	$4,121,793	$4,121,793
Performance Shares	$11,566,528	$11,566,528	$11,566,528	$-	$-	$11,566,528	$11,566,528	$11,566,528
Health & Welfare Benefits	$-	$-	$-	$10,267	$-	$10,267	$360,000	$1,500,000
Financial Services	$5,000	$5,000	$5,000	$5,000	$5,000	$5,000	$5,000	$5,000
TOTAL	$18,560,925	$18,560,925	$16,381,145	$5,360,656	$5,000	$24,409,495	$16,741,145	$17,881,145
				Involuntary
				Not for
				Cause or
	Voluntary	Early	Normal	Good Reason	For Cause	Change-in-
James T. Boyle	Termination	Retirement	Retirement	Termination	Termination	Control	Disability	Death
Severance (Related to Base Compensation)	$-	$-	$-	$1,244,480	$-	$1,244,480	$-	$-
Severance (Related to Annual Incentive Cash Payments)	$-	$-	$-	$1,291,207	$-	$1,291,207	$-	$-
Excise Tax & Gross-up	$-	$-	$-	$-	$-	$-	$-	$-
Stock Options	$-	$-	$263,256	$-	$-	$263,256	$263,256	$263,256
Restricted Stock	$-	$-	$2,288,271	$-	$-	$2,288,271	$2,288,271	$2,288,271
Performance Shares	$-	$-	$3,823,835	$-	$-	$3,823,835	$3,823,835	$3,823,835
Health & Welfare Benefits	$-	$-	$-	$10,267	$-	$10,267	$300,000	$1,500,000
Financial Services	$5,000	$5,000	$5,000	$5,000	$5,000	$5,000	$5,000	$5,000
TOTAL	$5,000	$5,000	$6,380,362	$2,550,954	$5,000	$8,926,316	$6,680,362	$7,880,362
				Involuntary
				Not for
				Cause or
	Voluntary	Early	Normal	Good Reason	For Cause	Change-in-
Mark E. Brecher	Termination	Retirement	Retirement	Termination	Termination	Control	Disability	Death
Severance (Related to Base Compensation)	$-	$-	$-	$346,392	$-	$346,392	$-	$-
Severance (Related to Annual Incentive Cash Payments)	$-	$-	$-	$186,629	$-	$186,629	$-	$-
Excise Tax & Gross-up	$-	$-	$-	$-	$-	$-	$-	$-
Stock Options	$-	$-	$51,912	$-	$-	$51,912	$51,912	$51,912
Restricted Stock	$-	$-	$268,719	$-	$-	$268,719	$268,719	$268,719
Performance Shares	$-	$-	$751,061	$-	$-	$751,061	$751,061	$751,061
Health & Welfare Benefits	$-	$-	$-	$10,267	$-	$10,267	$276,382	$1,388,000
Financial Services	$5,000	$5,000	$5,000	$5,000	$5,000	$5,000	$5,000	$5,000
TOTAL	$5,000	$5,000	$1,076,692	$548,288	$5,000	$1,619,980	$1,353,074	$2,464,692

LABORATORY CORPORATION OF AMERICA HOLDINGS - 2014 Proxy Statement   43

				Involuntary
				Not for
				Cause or
	Voluntary	Early	Normal	Good Reason	For Cause	Change-in-
F. Samuel Eberts III	Termination	Retirement	Retirement	Termination	Termination	Control	Disability	Death
Severance (Related to Base Compensation)	$-	$-	$-	$428,936	$-	$428,936	$-	$-
Severance (Related to Annual Incentive Cash Payments)	$-	$-	$-	$191,473	$-	$191,473	$-	$-
Excise Tax & Gross-up	$-	$-	$-	$-	$-	$-	$-	$-
Stock Options	$-	$-	$51,912	$-	$-	$51,912	$51,912	$51,912
Restricted Stock	$-	$-	$268,719	$-	$-	$268,719	$268,719	$268,719
Performance Shares	$-	$-	$751,061	$-	$-	$751,061	$751,061	$751,061
Health & Welfare Benefits	$-	$-	$-	$-	$-	$-	$300,000	$1,500,000
Financial Services	$5,000	$5,000	$5,000	$5,000	$5,000	$5,000	$5,000	$5,000
TOTAL	$5,000	$5,000	$1,076,692	$625,409	$5,000	$1,697,101	$1,376,692	$2,576,692
				Involuntary
				Not for
	Voluntary	Early		Cause or
	Termination	Retirement	Normal	Good Reason	For Cause	Change-in-
William B. Hayes	(#)	(#)	Retirement	Termination	Termination	Control	Disability	Death
Severance (Related to Base Compensation)	$-	$-	$-	$958,800	$-	$958,800	$-	$-
Severance (Related to Annual Incentive Cash Payments)	$-	$-	$-	$1,007,691	$-	$1,007,691	$-	$-
Excise Tax & Gross-up	$-	$-	$-	$-	$-	$-	$-	$-
Stock Options	$1,036,725	$1,036,725	$261,398	$-	$-	$261,398	$261,398	$261,398
Restricted Stock	$1,359,951	$1,359,951	$1,359,951	$-	$-	$1,359,951	$1,359,951	$1,359,951
Performance Shares	$3,801,906	$3,801,906	$3,801,906	$-	$-	$3,801,906	$3,801,906	$3,801,906
Health & Welfare Benefits	$-	$-	$-	$10,267	$-	$10,267	$300,000	$1,500,000
Financial Services	$5,000	$5,000	$5,000	$5,000	$5,000	$5,000	$5,000	$5,000
TOTAL	$6,203,582	$6,203,582	$5,428,255	$1,981,758	$5,000	$7,405,013	$5,728,255	$6,928,255

(#) See discussion of Transition Policy under “Equity Awards: Stock Incentive Plan and Transition Policy” below.

Equity Awards: Stock Incentive Plan and Transition Policy

The treatment of equity awards varies depending on the type of termination. In the event an executive’s employment terminates (other than by reason of death, disability, normal retirement or change in control with a corresponding qualifying termination), stock options that are exercisable at the time of termination, provided, however, that the option does not terminate at an earlier date in accordance with the terms of the grant may be exercised within three months of termination. All unvested stock options, restricted stock, restricted stock units and performance share awards immediately expire.

Under the Transition Policy, and provided that the executive’s termination of employment otherwise meets the requirements of the Transition Policy, stock options, restricted stock, restricted stock units and performance shares continue to vest through the vesting period as if the executive were still employed unless there is an alternative treatment specified under the form of award agreement. Valuation in the event of a voluntary termination or early retirement is based on a Black-Scholes valuation for unvested shares and the December 31, 2013 market price for restricted stock, restricted stock unit and performance share awards. For purposes of the table above, it is assumed that the measures for the performance share awards will be achieved at the target level. Mr. King and Mr. Hayes are the only executives who may qualify for benefits under the Transition Policy.

The form of award agreements for the stock options, restricted stock and restricted stock units shown in the table above provide that in the event that an executive’s employment terminates by reason of death, disability, normal retirement or a change in control (with a corresponding qualifying termination, in the case of stock options) then all stock options, restricted stock and restricted stock unit awards accelerate in full. The form of award agreements for the performance share awards shown in the table above provide that in the event that an executive’s employment terminates by reason of death or disability or in the event of a change in control, then all performance share awards accelerate in full assuming performance at target and that in the event the executive’s employment terminates by reason of normal retirement, all performance share awards granted continue to vest over the normal course of time and remain subject to their original performance conditions with the exception of the service requirement.

The executive may exercise vested stock options at any time within one year after the date of death, disability, retirement or a change in control. For these types of terminations, the value in the tables was determined by multiplying the gain using the December 31, 2013 market price by the number of unvested shares.

LABORATORY CORPORATION OF AMERICA HOLDINGS - 2014 Proxy Statement   44

For purposes of the equity awards, “normal retirement” means retirement at or after the age of 65 with five years of service, and “early retirement” means retirement at or after the age of 55 with 10 years of service. None of the named executive officers is currently eligible to receive benefits under the “normal retirement” provisions of the equity awards.

Base Compensation and Annual Incentive Cash Payments

No additional base compensation amounts are payable for terminations resulting from the following events: voluntary termination by the officer, early retirement, normal retirement, termination for cause, or termination due to disability or death. A prorated annual incentive cash payment may be made for each of the termination events mentioned in the tables above, except for a voluntary termination or a termination for cause. Provisions for base compensation and annual incentive cash payments in the event of an involuntary not for cause or good reason termination or a termination in connection with a change in control are detailed below.

Amended and Restated Master Senior Executive Severance Plan and Master Senior Executive Change-in-Control Severance Plan

The Amended and Restated Severance Plan and the Change-in-Control Severance Plan provide the Company’s named executive officers (as well as the Company’s other executive vice presidents and senior vice presidents) with severance payments upon, respectively, a “qualifying termination” and a “qualifying termination” that occurs within three years following a change in control. A “qualifying termination” is generally defined as involuntary termination without cause or voluntary termination with “good reason.” “Cause” means that the named executive officer shall have committed prior to termination of employment any of the following acts: an intentional act of fraud, embezzlement, theft, or any other material violation of law in connection with his duties or in the course of his employment with the Company; the conviction of or entering of a plea of nolo contendere to a felony; alcohol intoxication on the job or current illegal drug use; intentional wrongful damage to tangible assets of the Company; intentional wrongful disclosure of material confidential information of the Company and/or materially breaching the noncompetition or confidentiality provisions covering his activities; knowing and intentional breach of any employment policy of the Company; or gross neglect or misconduct, disloyalty, dishonesty, or breach of trust in the performance of his duties that is not corrected to the Board’s satisfaction within 30 days of notice thereof. “Good reason” means a reduction in base salary or targeted incentive cash payment as a percentage of salary, relocation to an office location more than 75 miles from the employee’s current office without consent of the employee, a material reduction in job responsibilities or transfer to another job without the consent of the employee.

For purposes of the Change-in-Control Plan, “change in control” means: (a) any person who is not presently but becomes the “beneficial owner”, directly or indirectly, of securities of the Company representing 40 percent or more of the Company’s outstanding securities except for any securities purchased by any tax-qualified employee benefit plan of the Company; or (b) individuals who constituted the Board on February 10, 2009 (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person subsequently becoming a director whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board (including any such directors whose election was so approved), or whose nomination for election by the Company’s shareholders was approved by the Incumbent Board (including such directors whose election was so approved), is for purposes of this clause (b), considered as though he or she were a member of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or similar transaction occurs in which the Company is not the resulting entity.

The severance payments under the Change-in-Control Plan are as follows:

		Change in Control +
	Qualifying Termination(a)	Qualifying Termination within three years
CEO	2x (annual salary + average MIB payments)	3x (annual salary + average MIB payments)
Executive Vice Presidents	2x (annual salary + average MIB payments)	2x (annual salary + average MIB payments)
Senior Vice Presidents	1x (annual salary + average MIB payments)	1x (annual salary + average MIB payments)

(a) “Average MIB payments” is the average of the executive’s actual MIB payments over the prior three years.

The Change-in-Control Plan does not provide a reimbursement to participants for excise taxes on “excess parachute payments” imposed by Section 4999 of the Internal Revenue Code.

LABORATORY CORPORATION OF AMERICA HOLDINGS - 2014 Proxy Statement   45

Health and Welfare Benefits

In the event of a qualifying termination under the Severance Plan or the Change-in-Control Plan, the executive is also eligible for up to six months of Company-paid COBRA.

In the event a named executive officer dies while an active employee, his or her beneficiary will receive four times his or her base annual earnings up to a maximum of $1.5 million from the Company’s group term life plan. In addition, eligible, enrolled dependents will receive COBRA continuation of coverage for the first six months following the executive’s death (not included in the tables above). If the executive was traveling on Company business at the time of death, the beneficiary will also receive $1 million of business travel accident insurance; this is not reflected in the tables above.

If an executive becomes disabled (i.e., he or she is not able to perform the material duties of his or her occupation solely because of disease or injury), the executive is generally eligible for a monthly benefit payable until the earlier of (a) age 65 if the period of disability starts prior to the age of 60, or (b) the length of the disability. For Mr. King, the monthly net benefit is $30,000, and for the other named executive officers it is a maximum of $25,000 per month.

Cash Balance Plan

Under the Cash Balance Plan, upon a termination of employment the named executive officers are entitled to receive the same amounts set forth for each officer in the Present Value of Accumulated Benefit column in the Pension Benefits Table above, regardless of reason, except for death, which pays at 50 percent of such value.

PEP

PEP payments are subject to Section 409A of the Internal Revenue Code and require a six-month waiting period following separation of service before distribution of the first payment. Under the PEP, upon a termination the named executive officers are entitled to receive the same amounts set forth for each officer in the Present Value of Accumulated Benefit column in the Pension Benefits Table above, regardless of reason, except for death, which pays at 50 percent of such value.

DCP

The DCP was amended to grandfather participants prior to December 31, 2004 to remove the six-month waiting period for distributions following separation of service. Distribution elections made after December 31, 2004 require a six-month waiting period following separation of service before distribution of the first payment, as required by Section 409A of the Internal Revenue Code. Otherwise, distribution elections include the ability to elect a single lump-sum payment or annual installment payments. Under the DCP, upon termination the named executive officers are entitled to receive the same amounts set forth for each officer in the Aggregate Balance column of the Non-Qualified Deferred Compensation Table above, regardless of reason for the termination.

Perquisites

All perquisites offered to the named executive officers immediately terminate upon the executive’s termination, except for the financial services up to $5,000, which are extended for one year following termination.

LABORATORY CORPORATION OF AMERICA HOLDINGS - 2014 Proxy Statement   46

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee are Ms. Anderson, Mr. Bélingard, Mr. Neupert, Mr. Schechter and Dr. Weikel (Committee Chair). There are no members of the Compensation Committee who were officers or employees of the Company or any of its subsidiaries during the 2013 fiscal year, were formerly officers of the Company, or had any relationship otherwise requiring disclosure hereunder.

Equity Compensation Plan Information

The following table summarizes the Company’s equity compensation plan information as of December 31, 2013. All equity compensation plans have been approved by Company shareholders, except in the case of equity compensation plans approved by shareholders of companies acquired by the Company as described in footnote (1) below.

	Common shares to be issued upon exercise of outstanding options, warrants, and rights	Weighted-average exercise price of outstanding options, warrants and rights	Common shares available for future issuance under equity compensation plans (excluding securities reflected in column A)
Plan Category	A	B	C
Equity compensation plans approved	4,587,677	$80.18	8,663,465	(2)
by Company shareholders(1)
Equity compensation plans not	-	-	-
approved by Company shareholders

(1)	Not included in this total are stock option awards from Dynacare, Inc. representing 276,990 shares of underlying Common Stock, which were assumed in connection with acquisition transactions by the Company. These options were issued under the Dynacare, Inc. Amended and Restated Employee Stock Option Plan, which was approved by Dynacare, Inc. shareholders when the plan was initially implemented. At December 31, 2013, there were no options outstanding under this plan. The Company does not intend to issue new awards under this plan.
	Also not included in this total are stock option awards from Dianon Systems, Inc., representing 690,116 shares of underlying Common Stock, which were assumed in connection with acquisition transactions by the Company. These options were issued under the Dianon Systems, Inc. 1996 Stock Incentive Plan; the Dianon Systems, Inc. 1999 Stock Incentive Plan; the Dianon Systems, Inc. 2000 Stock Incentive Plan; the Dianon Systems, Inc. 2001 Stock Incentive Plan; and the UroCor Second Amended and Restated 1992 Stock Option Plan, which were approved by the Dianon Systems, Inc., and the UroCor, Inc. shareholders when the plans were initially implemented. At December 31, 2013, there were no options outstanding under these plans. The Company does not intend to issue new awards under these plans.
(2)	Includes 7,071,291 shares available for future issuance under the Laboratory Corporation of America Holdings 2012 Omnibus Incentive Plan and 1,592,174 shares available for future issuance under the Laboratory Corporation of America Holdings 1997 Employee Stock Purchase Plan.

LABORATORY CORPORATION OF AMERICA HOLDINGS - 2014 Proxy Statement   47

Proposal Two Advisory Vote to Approve Executive Compensation

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Section 14a of the Securities Exchange Act), the Company is seeking shareholder approval on the Company’s executive compensation as disclosed in this Proxy Statement. Pursuant to the vote of the shareholders at the 2011 Annual Meeting of Shareholders, the Company seeks shareholder approval of the Company’s executive compensation (a “Say-on-Pay” vote) on an annual basis.

The Compensation Committee works throughout the year reviewing compensation trends, evaluating emerging best practices and considering changes to executive compensation that will provide our senior management with an incentive to achieve superior financial results for the Company and align pay with performance.

Compensation Feedback and Redesign

We are mindful of the feedback received from shareholders concerning executive compensation, and as discussed in the “Compensation Discussion and Analysis” section on page 22, in 2013 we redesigned key aspects of our executive compensation program, in part due to shareholder feedback and the results of the 2013 Say-on-Pay vote. These changes included:

•	emphasizing direct return to shareholders as measured by the utilization of relative total shareholder return (relative TSR is calculated based upon the S&P Healthcare Index, a broad and objective group of healthcare companies) as a long-term incentive performance measure, so that relative total shareholder return reflected 35 percent of the 2013 performance share awards;
•	freezing the base salary for our Chief Executive Officer, at his request, for 2013;
•	eliminating stock options as a form of long-term incentive for our 2013 executive compensation program;
•	retaining the mix of long-term incentive awards in 2013 to increase the emphasis on performance share awards relative to other forms of long-term incentives, so that performance shares represented 70 percent of long-term awards;
•	enhancing the focus on the utilization of relative total shareholder return as a long-term incentive performance measure, so that relative total shareholder return reflected 35 percent of the 2013 performance share awards;
•	expanding the number of officers subject to, and increasing required ownership levels under, our stock ownership guidelines; and
These changes reflect the Compensation Committee’s commitment to responding to shareholder feedback, linking pay to performance, and incenting executives to achieve superior financial results and create shareholder value.

Pay for Performance

As described in the “Compensation Discussion and Analysis” section beginning on page 22 of this Proxy Statement, our executive compensation program is designed to reward the achievement of specific short-term and long-term operational and strategic goals. By paying for performance, we believe our compensation program aligns the interests of our executive officers with those of our shareholders. The Company believes that through an effective executive compensation program, it can be successful in attracting and retaining talented employees who will sustain the Company’s financial performance and continue creation of shareholder value.

In implementing this philosophy, the Company adheres to the following principles:

•	variable compensation should comprise a significant part of an executive’s total compensation, with the percentage at-risk highest for the executive officers;
•	the size and the realizable values of incentive awards provided to executive officers should vary significantly based on performance achievements;
•	an emphasis on stock-based compensation aligns the long-term interests of executive officers and shareholders;
•	the goals in the plan encompass strategic as well as objective financial goals and are tailored to each executive’s scope of responsibility;
•	compensation opportunities for executive officers must be evaluated against those offered by companies in similar industries and similar in size and scope of operations; and
•	differences in executive compensation within the Company should reflect varying levels of responsibility and/or performance.
In addition, certain features of the Company’s executive compensation program enhance the alignment of the interests of our executive officers and those of our shareholders, such as:
•	stock ownership guidelines requiring our executive officers to own a significant amount of our stock;
•	prohibition on pledging and hedging with respect to Company stock, including the use of “short sales,” “puts,” “calls” and similar instruments designed to offset the risk of a decline in the value of the Company’s stock;

LABORATORY CORPORATION OF AMERICA HOLDINGS - 2014 Proxy Statement   48

• our annual incentive cash payment plan does not provide payment without achievement of performance goals, regardless of whether the failure to achieve performance goals was outside of management’s control;

• there is a cap on the annual incentive cash payment opportunity even for extraordinary performance so that executives are not provided incentives to take inappropriate risks;

• absence of employment agreements with the Company’s executive officers, meaning there are no “guaranteed” levels of base salary, incentive cash payment or other forms of compensation;

• limited perquisites, which were largely eliminated in 2011;

• the Master Senior Executive Severance Plan, which provides financial protection for our executives in circumstances involving a change in control, is a “double trigger” plan, requiring termination following a change in control for severance payments to become due;

• the use of a mix of long-term incentive types, including restricted stock units and performance shares, to encourage our executives to focus on long-term performance of the Company;

• a significant portion of long-term incentives (70 percent) are earned only if three-year objective performance goals are met; and

• a clawback provision under the 2012 Omnibus Incentive Plan that requires repayment of awards in the event of an accounting restatement involving certain forms of misconduct.

Advisory Resolution

The Board recommends that shareholders vote in favor of the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the rules of the Securities and Exchange Commission, including in the Compensation Discussion and Analysis, compensation tables and narrative discussion in the Company’s 2014 Proxy Statement, is hereby APPROVED.”

The vote is advisory and is not binding on the Board. However, the Compensation Committee of the Board expects to take into account the outcome of the vote as it continues to consider the Company’s executive compensation program.

The Board recommends that shareholders vote “FOR” the approval of executive compensation.

LABORATORY CORPORATION OF AMERICA HOLDINGS - 2014 Proxy Statement   49

Proposal Three Ratification of Independent Registered Public Accounting Firm

Engagement of PricewaterhouseCoopers LLP

The Audit Committee has appointed PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) to audit the accounts of the Company for the year ending December 31, 2014, and the shareholders of the Company are being asked to ratify its appointment. Shareholder ratification of the appointment of PricewaterhouseCoopers as the Company’s independent registered public accounting firm is not required by our By-Laws but the Board has elected to seek such ratification as a matter of good corporate practice. Should the shareholders fail to ratify the appointment of PricewaterhouseCoopers as the Company’s independent registered public accounting firm for the year ending December 31, 2014; the Audit Committee will consider whether to retain that firm for such year. Even if this appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the interests of the Company.

Representatives of PricewaterhouseCoopers will be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

For the year ended December 31, 2013, the Company’s accounts were audited by PricewaterhouseCoopers. To the knowledge of management and the Audit Committee, in connection with the audit of our financial statements for the year ended December 31, 2013, there were no disagreements with PricewaterhouseCoopers on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedure that, if not resolved to the satisfaction of PricewaterhouseCoopers, would have caused them to make reference to the matter in their reports. PricewaterhouseCoopers’ report on the financial statements of the Company for the year ended December 31, 2013 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles.

Fees to Independent Registered Public Accounting Firm

The Audit Committee must approve, in advance, all of PricewaterhouseCoopers’ services, whether or not related to an audit. Aggregate fees for professional services rendered for the Company by PricewaterhouseCoopers for the years ended December 31, 2013 and 2012 are described in the table below. All of the services for which fees were paid were pre-approved by the Audit Committee. The Audit Committee has considered the non-audit-related services rendered and believes that they are compatible with PricewaterhouseCoopers remaining independent.

	2013	2012
Audit Fees(1)	$1,430,500	$1,422,700
Audit Related Fees(2)	$49,750	$67,500
Tax Fees(3)	$21,954	$140,000
All Other Fees(4)	$1,800	$1,800
TOTAL	$1,504,004	$1,632,000

(1)	Audit Fees include fees incurred for the audit of the Company’s annual statements, review of financial statements included in the Company’s quarterly reports on Form 10-Q and services that are normally provided by PricewaterhouseCoopers in connection with statutory and regulatory filings or engagements.
(2)	Audit Related Fees include fees incurred for assurance and related services that are reasonably related to performance of the audit or review of the Company’s financial statements but are not otherwise included as Audit Fees. Audit Related Fees for the years ended December 31, 2013 and December 31, 2012 were primarily for certain accounting consultations.
(3)	Tax Fees include fees incurred for services related to tax compliance, tax planning and tax advice. Tax Fees for the year ended December 31, 2013 were primarily related to an Abandoned and Unclaimed Property analysis. Tax fees for the year ended December 31, 2012 were primarily for services related to United States tax planning and an Abandoned and Unclaimed Property policies and procedures review.
(4)	All Other Fees are fees incurred for any services not included in the other categories of fees. All Other Fees for the year ended December 31, 2013 and December 31, 2012 were related to license fees for an accounting research tool.

The Board recommends that shareholders vote “FOR” the ratification of the appointment of PricewaterhouseCoopers as the Company’s independent registered public accounting firm for 2014.

LABORATORY CORPORATION OF AMERICA HOLDINGS - 2014 Proxy Statement   50

AUDIT COMMITTEE REPORT

The Audit Committee of the Board was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The Audit Committee, comprised entirely of non-employee directors, held eight meetings with its independent registered public accountants, PricewaterhouseCoopers LLP (PricewaterhouseCoopers) and eight executive sessions with PricewaterhouseCoopers, the Internal Audit Department and the independent directors during 2013. The Board considered the “independence” and “financial literacy” of each of the Audit Committee members, as such terms are defined under the rules of the Listing Standards and the SEC, and has concluded that each member of its Audit Committee is independent and financially literate in satisfaction of the current requirements of the Listing Standards and the SEC. The Board further concluded that Kerrii B. Anderson, Wendy E. Lane and Adam H. Schechter are “audit committee financial experts” as defined by SEC rules and that each has the “accounting or related financial management expertise” required by the Listing Standards.

The Audit Committee meets regularly with PricewaterhouseCoopers, management and the Company’s internal auditors. The Audit Committee reviewed the performance and fees of PricewaterhouseCoopers prior to recommending its appointment and met with representatives of PricewaterhouseCoopers to discuss the scope and results of the firm’s audit work, including the adequacy of internal controls and the quality of financial reporting. The Audit Committee reviewed and discussed with management the Company’s audited financial statements and has reviewed with PricewaterhouseCoopers all matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol.1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T. The Audit Committee has discussed with PricewaterhouseCoopers its independence and has received its written disclosures and certification confirming its independence, as required by applicable requirements of Public Company Accounting Oversight Board regarding its communications with the Audit Committee concerning independence. PricewaterhouseCoopers, the Company’s internal auditors and the Audit Committee have full access to one another, including regular meetings without management present. On the basis of the reviews and discussions referenced above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Form 10-K for the year ended December 31, 2013 for filing with the SEC.

As part of its duties, the Audit Committee also considers whether the provision of services other than audit services by PricewaterhouseCoopers, is compatible with maintaining the accountant’s independence. The Audit Committee considered the compatibility of the non-audit-related services performed by PricewaterhouseCoopers and determined that the registered public accounting firm’s independence has been maintained. See “Proposal Three: Ratification of Independent Registered Public Accounting Firm.”

Management is responsible for the Company’s financial reporting process, including its system of internal controls, and for the preparation of consolidated financial statements in accordance with generally accepted accounting principles. The Company’s internal auditors are responsible to the Audit Committee for testing the integrity of the financial accounting and reporting control systems and such other matters as the Audit Committee and the Board determine. PricewaterhouseCoopers is responsible for auditing the Company’s financial statements. The Audit Committee’s responsibility is to monitor and review these processes. It is not the Audit Committee’s responsibility to conduct auditing or accounting reviews or procedures. Therefore, the Audit Committee has relied, without independent verification, on (a) management’s representation that the financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States; (b) the representations of PricewaterhouseCoopers appearing in its report on the Company’s financial statements; and (c) the representations of management that the internal control systems are effective.

THE AUDIT COMMITTEE
Kerrii B. Anderson, Chairperson
Wendy E. Lane
Robert E. Mittelstaedt, Jr.
Arthur H. Rubenstein
Adam H. Schechter
R. Sanders Williams

LABORATORY CORPORATION OF AMERICA HOLDINGS - 2014 Proxy Statement   51

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT

The following table sets forth as of March 17, 2014, the total number of shares of Common Stock beneficially owned, and the percent so owned, by (i) each director and director nominee of the Company, (ii) each person known to the Company to be the beneficial owner of more than 5 percent of the outstanding Common Stock, (iii) the individuals identified as the named executive officers in the “Summary Compensation Table” set forth above, and (iv) all current directors and Executive Officers as a group. The number of shares owned are those “beneficially owned,” as determined under the rules of the SEC, and such information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which a person has sole or shared voting power or investment power and any shares of Common Stock which the person has the right to acquire within 60 days through the exercise of any option, warrant or right, through conversion of any security, or pursuant to the automatic termination of power of attorney or revocation of trust, discretionary account or similar arrangement. Except as otherwise indicated below, the persons named in the table have sole voting and investment power with respect to the shares beneficially owned by them as set forth opposite their respective names. As of March 17, 2014 there were 85,017,972 shares of Common Stock outstanding.

Beneficial Owner	Amount and Nature of Beneficial Ownership of Common Stock			Percent of Class
Davis Selected Advisors, L.P 620 Fifth Avenue, 3rd Floor New York, NY 10020-2477		9,561,830	(1)		11.2	%
The Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, PA 19355		5,957,378	(2)		7.0	%
Harris Associates L.P. Two North LaSalle Street, Suite 500 Chicago, IL 60602-3790		5,025,805	(3)		5.9	%
T. Rowe Price Associates, Inc. 100 E. Pratt Street Baltimore, MD 21202		5,025,770	(4)		5.9	%
BlackRock, Inc. 40 East 52nd Street New York, NY 10022		4,874,899	(5)		5.7	%
David P. King		890,806	(6,7,9,10)		1.04	%
Kerrii B. Anderson		27,224	(6,7,8)			*
Jean-Luc Bélingard		48,748	(6,7,8)			*
D. Gary Gilliland		–				–
Garheng Kong		624				*
Wendy E. Lane		35,655	(6,7,8,11)			*
Robert E. Mittelstaedt, Jr.		29,122	(6,7,8)			*
Peter M. Neupert		2,168	(7,8)			*
Arthur H. Rubenstein		31,858	(6,7,8)			*
Adam H. Schechter		1,734	(7,8)			*
M. Keith Weikel		34,472	(6,7,8)			*
R. Sanders Williams		15,455	(6,7,8)			*
James T. Boyle		106,946	(6,7,9)			*
Mark E. Brecher		24,234	(6,7,9)			*
F. Samuel Eberts III		76,554	(6,7,9)			*
William B. Hayes		80,580	(6,7,9)			*
All Directors and Executive Officers as a group (16 persons)		1,406,180	(6,7,8,9,10)		1.63	%

*	Less than 1%
(1)	As reported on Schedule 13G filed with the SEC on January 9, 2014, on behalf of Davis Selected Advisors, L.P. (“Davis”). Davis is a registered investment advisor with beneficial ownership of the above listed shares. Davis has sole voting power with respect to 9,066,772 shares and no voting power with respect to 495,058 shares.
(2)	As reported on Schedule 13G/A filed with the SEC on February 11, 2013, on behalf of The Vanguard Group, Inc. (“Vanguard”). Vanguard is a registered investment advisor with beneficial ownership of the above listed shares. Vanguard has sole voting power with respect to 145,710 shares, sole investment power with respect to 5,822,768 shares and shared investment power with respect to 134,610 shares.
(3)	As reported on Schedule 13G/A filed with the SEC on February 12, 2013, on behalf of Harris Associates L.P. (“Harris”). Harris is a registered investment advisor with beneficial ownership of the above listed shares. Harris has sole voting and investment power with respect to 4,453,705 shares.
(4)	As reported on Schedule 13G/A filed with the SEC on February 12, 2013, on behalf of T. Rowe Price Associates, Inc. (“T. Rowe Price”). T. Rowe Price is a registered investment advisor with beneficial ownership of the above listed shares. T. Rowe Price has sole voting power with respect to 1,123,100 shares.

LABORATORY CORPORATION OF AMERICA HOLDINGS - 2014 Proxy Statement    52

(5)	As reported on Schedule 13G/A filed with the SEC on January 29, 2014, on behalf of BlackRock, Inc. (“BlackRock”). BlackRock is a parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) of the Exchange Act with beneficial ownership of the above listed shares. BlackRock has sole voting power with respect to 4,065,902 shares.
(6)	Beneficial ownership by directors, the named executive officers and current executive officers of the Company includes shares of Common Stock that such individuals have the right to acquire upon the exercise of options that either are vested or that may vest within 60 days of March 17, 2014. The number of shares of Common Stock included in the table as beneficially owned which are subject to such options is as follows: Mr. King—769,466; Ms. Anderson—16,988; Mr. Bélingard—20,514; Ms. Lane—16,869; Mr. Mittelstaedt—20,514; Dr. Rubenstein—20,086; Dr. Weikel—20,514; Dr. Williams—7,550; Mr. Boyle—76,300; Dr. Brecher—15,400; Mr. Eberts—56,900; Mr. Hayes—56,400; and all directors and Executive Officers as a group—1,097,501.
(7)	Includes shares of Restricted Common Stock. The number of shares of Restricted Common Stock included in the table is as follows: Mr. King- 7,367; Ms. Anderson—1,434; Mr. Bélingard—1,434; Ms. Lane—1,434; Mr. Mittelstaedt—1,434; Mr. Neupert – 384; Dr. Rubenstein—1,434; Mr. Schechter – 141; Dr. Weikel—1,434; Dr. Williams—1,434; Mr. Boyle—2,367; Dr. Brecher—467; Mr. Eberts—467; Mr. Hayes—2,334; and all directors and Executive Officers as a group—23,565.
(8)	Includes restricted stock units that may vest within 60 days of March 17, 2014. The number of restricted stock units included in the table is as follows: Ms. Anderson—1,593; Mr. Bélingard—1,593; Dr. Kong – 624; Ms. Lane—1,593; Mr. Mittelstaedt—1,593; Mr. Neupert—1,593; Dr. Rubenstein—1,593; Mr. Schechter—1,593; Dr. Weikel—1,593; and Dr. Williams—1,593. and all directors and Executive Officers as a group—14,961.
(9)	Includes performance shares related to the 2011 Performance Award vesting March 28, 2014. The number of performance shares included in the table is as follows: Mr. King—15,063; Mr. Boyle—4,825; Dr. Brecher—992; Mr. Eberts—992; Mr. Hayes—4,780; and all Executive Officers as a group—26,652.
(10)	Includes 43,758 shares of Common Stock in a grantor retained annuity trust for the benefit of certain of Mr. King’s family members and for which Mr. King is the annuitant. Mr. King is the trustee of the trust.
(11)	Includes 400 shares of Common Stock in a trust for the benefit of Ms. Lane’s children.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) requires the Company’s executive officers, directors and persons who own more than 10 percent of the Company’s equity securities to file reports on ownership and changes in ownership with the SEC and the securities exchanges on which its equity securities are registered. Additionally, SEC regulations require that the Company identify in its proxy statements any persons for whom one of the referenced reports was not filed on a timely basis during the most recent fiscal year or prior fiscal years. To the Company’s knowledge, based solely on a review of reports furnished to it by reporting persons, all Section 16(a) filing requirements applicable to its executive officers, directors and more than 10 percent beneficial owners were timely satisfied except with respect to the following filings which, in each case, were inadvertently filed late due to administrative error: (i) Forms 4 in respect of restricted stock unit awards of 1,593 units granted to each of Ms. Anderson, Mr. Bélingard, Ms. Lane, Mr. Mittelstaedt, Mr. Neupert, Dr. Rubenstein, Mr. Schechter, Dr. Weikel, and Dr. Williams on May 8, 2013; (ii) a Form 4 in respect of an award of 575 shares of Common Stock granted to Mr. Neupert on January 2, 2013; and (iii) a Form 3 in respect of Mr. Neupert joining the Board on January, 1, 2013.

OTHER MATTERS

Shareholder Proposals for 2015 Annual Meeting

Under the rules and regulations of the SEC as currently in effect, shareholders may submit proposals to the Company for inclusion in the Company’s proxy materials for the 2015 Annual Meeting of Shareholders. In order for a proposal to be considered for inclusion in the proxy materials, the shareholder must satisfy the following requirements:

• the shareholder must (i) hold continuously for at least one year prior to the date of submission of the proposal at least $2,000 in market value of the Company’s Common Stock or 1 percent of all Common Stock, and (ii) continue to hold the required number of shares through the date of the 2015 Annual Meeting;

• the proposal must be submitted in writing to the attention of F. Samuel Eberts III, Secretary, Laboratory Corporation of America Holdings, 358 South Main Street, Burlington, North Carolina 27215, and must be received no earlier than January 14, 2015 and no later than March 15, 2015; and

• the proposal must include the name and address of the shareholder, the number of shares of Common Stock held of record or beneficially by the shareholder, the dates when the shares were acquired, documentary support for a claim of beneficial ownership and a statement that the shareholder intends to continue to hold the shares through the date of the 2015 Annual Meeting.

Holders of Common Stock who wish to have proposals submitted for consideration at future meetings of shareholders should consult the applicable rules and regulations of the SEC with respect to such proposals, including the permissible number and length of proposals and other matters governed by such rules and regulations, and should also consult the Company’s By-Laws.

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Householding

As permitted by the Exchange Act, the Company has adopted a procedure approved by the SEC called “householding.” Under this procedure, shareholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of the Notice, this Proxy Statement and the 2013 Annual Report unless one or more of these shareholders provides notification of their desire to receive individual copies. This procedure will reduce the Company’s printing costs and postage fees. Shareholders who participate in householding will continue to receive separate proxy cards.

If you and other shareholders of record with whom you share an address currently receive multiple copies of annual reports and/or proxy statements, or if you hold stock in more than one account and, in either case, you wish to receive only a single copy of the annual report or proxy statement for your household, please contact Broadridge Householding Department at 51 Mercedes Way, Edgewood, NY 11717 or by telephone at 1-800-542-1061 with the names in which all accounts are registered.

If you participate in householding and wish to receive a separate copy of the Notice, the 2013 Annual Report or this Proxy Statement, or if you wish to receive separate copies of future annual reports or proxy statements, please contact American Stock Transfer and Trust Company at 6201 15^th Avenue Brooklyn, New York, NY 11219 or by telephone at 1-800-937-5449. The Company will deliver the requested documents to you promptly upon your request.

Beneficial shareholders, or shareholders who hold shares in “street name”, can request information about householding from their banks, brokers or other holders of record.

Additional Information

A copy of the 2013 Annual Report has been posted on the Internet along with this Proxy Statement, each of which is accessible by following the instructions in the Notice. The 2013 Annual Report is not incorporated in this Proxy Statement and is not considered proxy-soliciting materials.

The Company filed its 2013 Annual Report with the SEC on February 25, 2014. The Company will mail without charge, upon written request, a copy of the 2013 Annual Report, excluding exhibits. Please send a written request for a copy to the Secretary, Laboratory Corporation of America Holdings, 358 South Main Street, Burlington, North Carolina 27215, or access these materials on the Investors Relations page of the Company’s website at www.labcorp.com.

By Order of the Board of Directors

 

F. Samuel Eberts III

Secretary

April 4, 2014

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