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DGX > SEC Filings for DGX > Form 8-K on 14-Jan-2014All Recent SEC Filings

Show all filings for QUEST DIAGNOSTICS INC



Change in Directors or Principal Officers

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On January 10, 2014, the Board of Directors (the "Board") of Quest Diagnostics Incorporated (the "Company") increased its size from 9 to 10 directors, and increased the number of directors in the class of directors whose term expires at the Company's 2014 Annual Meeting of Stockholders from 3 to 4. After considering the recommendation of the Board's Governance Committee, the Board elected Timothy L. Main, Chairman of Jabil Circuit, Inc. to fill the resulting vacancy.

The Board determined that Mr. Main 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 principles.

The Board appointed Mr. Main to its Audit and Finance Committee, which was increased in size from 4 to 5 members.

Mr. Main will receive compensation as a non-employee director in accordance with the Company's non-employee director compensation practices described in the Company's proxy statement for its annual meeting of stockholders, filed April 11, 2013. As part of that compensation, Mr. Main received a one-time grant of 2,037 options and 658 restricted stock units upon becoming a member of the Company's Board.

A copy of the Company's press release announcing the election is attached hereto as exhibit 99.1 and is hereby incorporated by reference.

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