UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year
Certificate of Incorporation
At the Annual Meeting of Stockholders of Quest Diagnostics Incorporated (the “Company”) held on May 18, 2022 (the “2022 Annual Meeting”), upon the recommendation of the Board of Directors (the “Board”), the stockholders voted on and approved amendments to the Company’s Restated Certificate of Incorporation (the “Amendment”) to: (1) allow stockholders to take certain actions by written consent in lieu of a meeting of stockholders with not less than the minimum number of votes that would be necessary to take such action if the matter was presented at a meeting of stockholders at which all shares entitled to vote thereon were present and voted, subject to certain procedural and other requirements and limitations; and (2) lower the share ownership threshold for stockholders to request that the Company call a special meeting to 15% from 20%, subject to certain procedural, information and other requirements and limitations, to provide for a record date to determine stockholders entitled to request a special meeting and to make related amendments. Previously, the Company’s Restated Certificate of Incorporation permitted stockholder action by consent in lieu of a meeting of stockholders only if such consent was unanimous.
The Amendment was filed with the Secretary of State of the State of Delaware on May 19, 2022 and was effective as of such date. The foregoing summary is qualified in its entirety by the Certificate of Amendment filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
By-Laws
On May 19, 2022, the Board amended and restated the Company’s By-Laws (the “By-Laws”), effective upon the effectiveness of the Amendment, to reflect and provide for certain procedural and disclosure requirements in connection with the Amendment, as described above. The foregoing summary is qualified in its entirety by the By-Laws filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
d. Exhibit Description
| 3.1 | Certificate of Amendment to Restated Certificate of Incorporation of the Company, effective May 19, 2022 |
| 3.2 | Amended and Restated By-laws of Quest Diagnostics Incorporated, as amended effective May 19, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| May 20, 2022 | ||
| QUEST DIAGNOSTICS INCORPORATED | ||
| By: | /s/ William J. O’Shaughnessy, Jr. | |
| William J. O’Shaughnessy, Jr. | ||
| Deputy General Counsel and Secretary | ||