Quest Diagnostics Incorporated filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$DGX
Medical Specialities
Health Care
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 15, 2025
(Exact Name of Registrant as Specified in Its Charter)
(State or other jurisdiction of incorporation)
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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):
Securities registered pursuant to Section 12(b) of the Act:
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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 2025 Annual Meeting of Stockholders which was held on May 15, 2025.
(b) The following nominees for the office of director were elected for terms expiring at the 2026 Annual Meeting of Stockholders, by the following votes:
| For | Against | Abstain | Broker Non-Vote | ||||||||||||||||||||
| Robert B. Carter | 94,240,720 | 298,067 | 262,706 | 8,154,907 | |||||||||||||||||||
| James E. Davis | 86,900,389 | 7,692,258 | 208,844 | 8,154,909 | |||||||||||||||||||
| Luis A. Diaz, Jr., M.D. | 94,207,193 | 343,702 | 250,599 | 8,154,906 | |||||||||||||||||||
| Tracey C. Doi | 94,067,950 | 421,307 | 312,234 | 8,154,909 | |||||||||||||||||||
| Vicky B. Gregg | 87,477,670 | 7,005,519 | 318,301 | 8,154,910 | |||||||||||||||||||
| Wright L. Lassiter, III | 94,032,686 | 422,257 | 346,550 | 8,154,907 | |||||||||||||||||||
| Timothy L. Main | 91,398,895 | 3,079,741 | 322,853 | 8,154,911 | |||||||||||||||||||
| Denise M. Morrison | 92,301,649 | 2,152,633 | 347,211 | 8,154,907 | |||||||||||||||||||
| Gary M. Pfeiffer | 88,946,666 | 5,558,376 | 296,442 | 8,154,916 | |||||||||||||||||||
| Timothy M. Ring | 87,170,357 | 7,378,294 | 252,832 | 8,154,917 | |||||||||||||||||||
The advisory resolution to approve the executive officer compensation disclosed in the Company’s 2025 Proxy Statement was approved by the following votes:
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 85,922,577 | 8,570,674 | 308,225 | 8,154,924 | |||||||||||||||||
The ratification of the appointment of PricewaterhouseCoopers as the Company’s independent registered public accounting firm for 2025 was approved by the following votes:
| For | Against | Abstain | ||||||||||||||||||
| 95,585,333 | 6,869,657 | 501,410 | ||||||||||||||||||
The stockholder proposal regarding calling a special meeting of stockholders was not approved by the following votes:
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 9,480,355 | 84,410,956 | 910,175 | 8,154,914 | |||||||||||||||||
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, 2025
| QUEST DIAGNOSTICS INCORPORATED | |||||
| By: | /s/ Sean D. Mersten | ||||
| Sean D. Mersten | |||||
| Vice President and Corporate Secretary | |||||