0000930413-11-007768.txt : 20111208 0000930413-11-007768.hdr.sgml : 20111208 20111208163556 ACCESSION NUMBER: 0000930413-11-007768 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111206 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111208 DATE AS OF CHANGE: 20111208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUEST DIAGNOSTICS INC CENTRAL INDEX KEY: 0001022079 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 161387862 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12215 FILM NUMBER: 111251172 BUSINESS ADDRESS: STREET 1: 3 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 BUSINESS PHONE: 9735202700 MAIL ADDRESS: STREET 1: 3 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 FORMER COMPANY: FORMER CONFORMED NAME: CORNING CLINICAL LABORATORIES INC DATE OF NAME CHANGE: 19960903 8-K 1 c67760_8-k.htm

 

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): December 6, 2011

 


 

Quest Diagnostics Incorporated

(Exact Name of Registrant as Specified in Its Charter)

 


 

Delaware

(State or other jurisdiction of Incorporation)


 

 

 

001-12215

 

16-1387862

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

 

 

Three Giralda Farms

 

 

Madison, NJ 07940

 

07940

(Address of principal executive offices)

 

(Zip Code)


 

(973) 520-2700

(Registrant’s telephone number, including area code)

 


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

 

 

o

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

o

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

o

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

o

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



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

(d) On December 6, 2011, the Board of Directors (the “Board”) of Quest Diagnostics Incorporated (the “Company”) increased its size from 8 to 9 directors, and increased the number of directors in the class of directors whose terms expire at the Company’s 2014 Annual Meeting of Stockholders from 2 to 3. Upon the recommendation of the Board’s Governance Committee, the Board elected Timothy M. Ring, Chairman and Chief Executive Officer of C. R. Bard, Inc. to fill the resulting vacancy.

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

The Board has not yet appointed Mr. Ring to any Board Committee.

Mr. Ring will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation practices described in the Company’s proxy statement for its annual meeting of stockholders, filed April 5, 2011. As part of that compensation, Mr. Ring received a one-time grant of 2,547 options and 823 restricted stock units upon becoming a member of the Company’s Board.

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

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

99.1 Press release dated December 7, 2011.


Signature

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

          December 8, 2011

 

 

 

 

 

QUEST DIAGNOSTICS INCORPORATED

 

 

 

By:

   /s/ William J. O’Shaughnessy, Jr.

 

 

 


 

 

 

   William J. O’Shaughnessy, Jr.

 

 

   Assistant General Counsel and Secretary



EX-99.1 2 c67760_ex99-1.htm

Exhibit 99.1

 

Quest Diagnostics Adds Timothy M. Ring to Board of Directors

 

MADISON, N.J., Dec. 7, 2011 -- Quest Diagnostics Incorporated (NYSE: DGX), the world's leading provider of diagnostic testing, information and services, today announced that its Board of Directors has elected Timothy M. Ring to serve as a director, effective immediately. Including Mr. Ring, the Board has nine members. Mr. Ring is Chairman and Chief Executive Officer of C. R. Bard, Inc., a leading multinational developer, manufacturer and marketer of innovative, life-enhancing medical technologies.

 

Mr. Ring joined Bard in 1992, and was named Chairman and CEO and joined Bard’s Board of Directors in 2003. He is a member of the Board of Directors for AdvaMed; the National Association of Manufacturers; and the Institute for Health Technology Studies (InHealth). He is also a trustee for the Foundation of The University of Medicine & Dentistry of New Jersey and Chairman of the Board of Trustees of the HealthCare Institute of New Jersey.

 

“We are excited to welcome Tim Ring as a new director,” said Surya N. Mohapatra, Ph.D., Chairman and Chief Executive Officer of Quest Diagnostics. “Tim is a strong leader with broad healthcare experience and will be a valued addition to our Board.”

 

“Quest Diagnostics plays a vital role in our healthcare system, and I am looking forward to joining its active and experienced Board,” said Mr. Ring.

 

About Quest Diagnostics

Quest Diagnostics Incorporated (NYSE: DGX) is the world's leading provider of diagnostic testing, information and services that patients and doctors need to make better healthcare decisions. The company offers the broadest access to diagnostic testing services through its network of laboratories and patient service centers, and provides interpretive consultation through its extensive medical and scientific staff. Quest Diagnostics is a pioneer in developing innovative new diagnostic tests and advanced healthcare information technology solutions that help improve patient care. Additional company information is available at: www.QuestDiagnostics.com.