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| DGX > SEC Filings for DGX > Form 8-K on 13-Feb-2009 | All Recent SEC Filings |
13-Feb-2009
Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial
On February 11, 2009, Quest Diagnostics Incorporated (the "Company") amended its
Amended and Restated By-Laws (the "By-Laws") effective immediately, to add a new
Section 2.03 which provides for majority voting in director elections.
Previously, the By-Laws were silent with respect to the standard of voting in
director elections, so plurality voting, the default standard under Delaware
law, applied. Under new Section 2.03, in elections that are not "Contested
Elections," directors will be elected by a majority of the votes cast; in
Contested Elections, directors will be elected by a plurality of the votes cast.
A "Contested Election" is one in which the number of nominees exceeds the number
of directors to be elected.
A copy of the By-Laws is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
3.1 Amended and Restated By-Laws of Quest Diagnostics Incorporated, as amended effective February 11, 2009.
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