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DGX > SEC Filings for DGX > Form 8-K on 23-May-2013All Recent SEC Filings

Show all filings for QUEST DIAGNOSTICS INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for QUEST DIAGNOSTICS INC


23-May-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described in Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting of Stockholders of Quest Diagnostics Incorporated (the "Company") held on May 21, 2013 (the "2013 Annual Meeting"), upon the recommendation of the Board of Directors, the stockholders voted on and approved amendments to the Company's Restated Certificate of Incorporation to:

(a) declassify the Board of Directors and provide for the annual election of all directors. The amendment eliminates the classification of the Board of Directors beginning in 2014 and concluding in 2016; and

(b) eliminate the Company's Series A Junior Participating Preferred Stock. This preferred stock was authorized in 1996 in connection with a stockholders rights plan; the rights plan has expired and the preferred stock was never issued and no longer serves a purpose. Eliminating this preferred stock returns 1,300,000 shares constituting such series to the general pool of preferred stock available to be issued under the Company's Restated Certificate of Incorporation.

The amendments to the Restated Certificate of Incorporation were filed with the Secretary of State of the State of Delaware on May 21, 2013 and were effective as of such date. A composite copy setting forth the provisions of the Restated Certificate of Incorporation, as amended, is attached as Exhibit 3.1 hereto and is incorporated by reference into this Item 5.03.



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 2013 Annual Meeting.

(b) The following nominees for the office of director were elected for terms expiring at the 2016 Annual Meeting of Stockholders, by the following votes:

                          For         Against     Abstain    Broker Non-Vote

John C. Baldwin, M.D. 127,802,960    1,651,985    758,820          7,629,595

Gary M. Pfeiffer      128,196,849    1,289,267    727,649          7,629,595

Stephen H. Rusckowski 127,667,990    1,817,486    728,289          7,629,595

The following persons also continue as directors:

Jenne K. Britell, Ph.D.
William F. Buehler
Timothy M. Ring
Daniel C. Stanzione, Ph.D.
Gail R. Wilensky, Ph.D.
John B. Ziegler


The ratification of the appointment of the Company's independent registered public accounting firm for 2013 was approved by the following votes:
For Against Abstain
136,244,912 870,492 727,956

The amendment to the Company's Restated Certificate of Incorporation to institute the annual election of all directors was approved by the following votes:
For Against Abstain Broker Non-Vote 129,195,851 347,837 670,077 7,629,595

The amendment to the Company's Restated Certificate of Incorporation to eliminate the Series A Junior Participating Preferred Stock was approved by the following votes:
For Against Abstain Broker Non-Vote 129,019,934 428,362 814,511 7,580,553

The advisory resolution to approve executive compensation was approved by the following votes:
For Against Abstain Broker Non-Vote 124,285,307 4,631,680 1,296,778 7,629,595

The stockholder proposal regarding simple majority vote was approved by the following votes:
For Against Abstain Broker Non-Vote 110,460,020 13,947,183 5,806,562 7,629,595

The stockholder proposal regarding vesting of equity awards was not approved by the following votes:
For Against Abstain Broker Non-Vote 58,990,856 69,954,516 1,268,393 7,629,595



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

3.1 Restated Certificate of Incorporation, as amended, of the Company.


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