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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 17, 2023
Quest Diagnostics Incorporated
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or other jurisdiction of incorporation)
001-1221516-1387862
(Commission File Number)(I.R.S. Employer Identification No.)
500 Plaza Drive
Secaucus, NJ07094
(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):

☐ Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 Par ValueDGXNew York Stock Exchange

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



Item 5.07 Submission of Matters to a Vote of Security Holders

(a)           The following is a summary of the voting results for each matter presented to the stockholders at the 2023 Annual Meeting of Stockholders which was held on May 17, 2023.

(b)           The following nominees for the office of director were elected for terms expiring at the 2024 Annual Meeting of Stockholders, by the following votes:
ForAgainstAbstainBroker Non-Vote
James E. Davis85,997,7375,982,924714,9679,597,034
Luis A. Diaz, Jr., M.D.92,145,195250,096300,3389,597,033
Tracey C. Doi92,004,702442,084248,8459,597,031
Vicky B. Gregg88,898,9043,547,388249,3449,597,026
Wright L. Lassiter, III91,923,074466,113306,4449,597,031
Timothy L. Main91,828,624579,027287,9759,597,036
Denise M. Morrison90,882,7981,560,142252,6949,597,028
Gary M. Pfeiffer85,281,5047,110,362303,7639,597,033
Timothy M. Ring88,098,6394,247,551349,4369,597,036
Gail R. Wilensky87,289,1704,864,508541,9539,597,031

The advisory resolution to approve the executive officer compensation disclosed in the Company’s 2023 Proxy Statement was approved by the following votes:

ForAgainstAbstainBroker Non-Vote
83,289,1359,124,611281,8779,597,039

The holders of record of the number of shares indicated below, all of which were entitled to vote at the Meeting, voted as follows in respect of the frequency of the stockholder advisory vote to approve executive officer compensation:

1 Year2 Years3 YearsAbstainBroker Non-Vote
89,353,288315,9142,809,336217,0819,597,043

The ratification of the appointment of PricewaterhouseCoopers as the Company’s independent registered public accounting firm for 2023 was approved by the following votes:

ForAgainstAbstain
95,957,5475,965,955369,160




The Company's Amended and Restated Employee Long-Term Incentive Plan was approved by the following votes:

ForAgainstAbstainBroker Non-Vote
82,002,26110,368,567324,7949,597,040

The stockholder proposal regarding a report on the Company's greenhouse gas emissions was not approved by the following votes:

ForAgainstAbstainBroker Non-Vote
44,199,21647,876,708619,6959,597,043



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 19, 2023
QUEST DIAGNOSTICS INCORPORATED
By:/s/ Sean D. Mersten
Vice President and Corporate Secretary