8-K 1 d748247d8k.htm 8-K 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 9, 2019

 

 

LABORATORY CORPORATION OF AMERICA HOLDINGS

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   1-11353   13-3757370

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

358 South Main Street,

Burlington, North Carolina 27215

(Address of Principal Executive Offices, and Zip Code)

336-229-1127

Registrant’s Telephone Number, Including Area Code

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ☐

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

 

  ☐

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

 

  ☐

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

 

  ☐

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

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

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock, $0.10 par value   LH   New York Stock Exchange

 

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

The 2019 Annual Meeting of Shareholders (the “Annual Meeting”) of Laboratory Corporation of America Holdings (the “Company”) was held on May 9, 2019. As of March 22, 2019, the date of record for determining the Company’s shareholders entitled to vote on the proposals presented at the Annual Meeting, there were 98,678,210 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. The holders of 87,909,598 shares of the Company’s issued and outstanding common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum. The proposals presented at the Annual Meeting are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 29, 2019. The vote results detailed below represent final results as certified by the Inspector of Elections.

Proposal 1.

The Company’s shareholders elected the following persons, who were listed in the Proxy Statement, to the Company’s Board of Directors to hold office for the term expiring at the 2020 Annual Meeting of Shareholders or until their successors are elected and qualified or until their earlier death, resignation or removal:

 

     Votes For      Votes
Against		      Abstentions      Broker
Non-Votes		  

David P. King

      75,823,291        4,549,594        144,308        7,392,405  

Kerrii B. Anderson

      73,669,868        6,743,994        103,331        7,392,405  

Jean-Luc Bélingard

      74,623,582        5,786,705        106,906        7,392,405  

D. Gary Gilliland, M.D., Ph.D.

      80,351,781        60,001        105,411        7,392,405  

Garheng Kong, M.D., Ph.D.

      61,373,105        18,990,689        153,399        7,392,405  

Peter M. Neupert

      79,038,337        1,369,541        109,315        7,392,405  

Richelle P. Parham

      79,224,233        1,184,374        108,586        7,392,405  

Adam H. Schechter

      80,136,929        270,496        109,768        7,392,405  

R. Sanders Williams, M.D.

      78,395,642        2,008,670        112,881        7,392,405  

Proposal 2.

The Company’s shareholders approved, in an advisory (non-binding) vote, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:

 

Votes For

  

Votes

Against

  

Abstentions

  

Broker

Non-Votes

74,467,792

   5,828,982   220,419   7,392,405

Proposal 3.

The Company’s shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The votes regarding this proposal were as follows:

 

Votes For

  

Votes

Against

  

Abstentions

  

Broker Non-

Votes

83,729,465

   3,775,901   404,232   0

SIGNATURES

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

 

LABORATORY CORPORATION OF AMERICA HOLDINGS
Registrant
            By:  

/s/ Sandra van der Vaart

  Sandra van der Vaart
  Senior Vice President, Global General Counsel and Secretary

Dated: May 13, 2019