Current Report Filing (8-k)
23 Februar 2021 - 10:31PM
Edgar (US Regulatory)
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2021-02-17
2021-02-17
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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): February 17, 2021
Quest Diagnostics Incorporated
(Exact Name of Registrant as Specified
in Its Charter)
Delaware
(State or other jurisdiction of incorporation)
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001-12215
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16-1387862
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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500 Plaza Drive
Secaucus, NJ
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07094
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(Address of principal executive offices)
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(Zip Code)
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(973) 520-2700
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(Registrant’s 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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 Par Value
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DGX
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New York Stock Exchange
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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 o
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. o
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
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(a)
On February 17, 2021, Dr. Daniel C. Stanzione notified Quest Diagnostics Incorporated (the
“Company”) that he has decided not to stand for re-election to the board of directors (the “Board”) of
the Company at the end of his current term that ends at the Company’s 2021 Annual Meeting of Stockholders, which is scheduled
for May 21, 2021 (the “Annual Meeting”). Dr. Stanzione currently serves as the Board’s Lead Independent Director,
the Chair of the Executive Committee and Governance Committee and a member of the Audit and Finance Committee and Cybersecurity
Committee.
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Item 7.01
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Regulation FD Disclosure
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Attached hereto as Exhibit 99.1 and incorporated herein by
reference is a press release announcing the matters described in Item 5.02 and Item 8.01 herein.
In connection with Dr. Stanzione’s decision not to
stand for re-election to the Board, on February 17, 2021, the Board’s independent directors selected Timothy M. Ring to serve
as the Board’s new Lead Independent Director, effective as of the Annual Meeting. The Board also selected Mr. Ring to Chair
the Board’s Governance and Executive Committees and Ms. Vicky B. Gregg to Chair the Board’s Compensation Committee,
each effective as of the Annual Meeting.
Item 9.01 Financial Statements and Exhibits
* Filed herewith.
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.
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February 23, 2021
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QUEST DIAGNOSTICS INCORPORATED
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By:
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/s/ William J. O’Shaughnessy, Jr.
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William J. O’Shaughnessy, Jr.
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Deputy General Counsel and Corporate Secretary
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