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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 16, 2024
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.) |
| | | | |
| 500 Plaza Drive | | | |
| Secaucus, | NJ | | | 07094 |
| (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 class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 Par Value | DGX | New 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On May 16, 2024, the Board of Directors (the “Board”) of Quest Diagnostics Incorporated (the “Company”), after considering the recommendation of the Board’s Governance Committee, elected Robert B. Carter to the Board. Mr. Carter is the Executive Vice President, Chief Information Officer of FedEx Corporation and Co-President and Co-CEO of FedEx Services.
The Board determined that Mr. Carter 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 Guidelines, which are available on the Company’s website.
Mr. Carter’s membership on any Committee of the Board has not been determined at this time.
Mr. Carter will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation practices.
Item 7.01 Regulation FD Disclosure.
A copy of the Company’s press release announcing the election of Mr. Carter is attached hereto as Exhibit 99.1 and is hereby incorporated into this Item 7.01 by reference.
Item 9.01. Financial Statements and Exhibits
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| d. | Exhibit | |
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| 99.1 | |
| | |
| | |
| | |
| 104 | The cover page from this current report on Form 8-K, formatted in Inline XBRL. |
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 21, 2024
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| QUEST DIAGNOSTICS INCORPORATED |
| |
| By: | /s/ Sean D. Mersten |
| Sean D. Mersten |
| Vice President and Corporate Secretary |