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SECURITIES AND EXCHANGE COMMISSION |
WASHINGTON, DC 20549 |
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FORM 8-K |
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
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Date of Report (Date of Earliest Event Reported): December 6, 2011 |
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Quest Diagnostics Incorporated |
(Exact Name of Registrant as Specified in Its Charter) |
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Delaware |
(State or other jurisdiction of Incorporation) |
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001-12215 |
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16-1387862 |
(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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Three Giralda Farms |
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Madison, NJ 07940 |
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07940 |
(Address of principal executive offices) |
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(Zip Code) |
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(973) 520-2700 |
(Registrants telephone number, including area code) |
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 Companys 2014 Annual Meeting of Stockholders from 2 to 3. Upon the recommendation of the Boards 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 Companys 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 Companys non-employee director compensation practices described in the Companys 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 Companys Board.
A copy of the Companys 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
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QUEST DIAGNOSTICS INCORPORATED |
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By: |
/s/ William J. OShaughnessy, Jr. |
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William J. OShaughnessy, Jr. |
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Assistant General Counsel and Secretary |
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.