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DGX > SEC Filings for DGX > Form 8-K on 8-Dec-2011All Recent SEC Filings

Show all filings for QUEST DIAGNOSTICS INC



Change in Directors or Principal Officers, Financial Statements and Exhibit

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

(d) On December 6, 2011, the Board of Directors (the "Board") of Quest Diagnostics Incorporated (the "Company") increased its size from 8 to 9 directors, and increased the number of directors in the class of directors whose terms expire at the Company's 2014 Annual Meeting of Stockholders from 2 to 3. Upon the recommendation of the Board's Governance Committee, the Board elected Timothy M. Ring, Chairman and Chief Executive Officer of C. R. Bard, Inc. to fill the resulting vacancy.

The Board determined that Mr. Ring 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 has not yet appointed Mr. Ring to any Board Committee.

Mr. Ring 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 5, 2011. As part of that compensation, Mr. Ring received a one-time grant of 2,547 options and 823 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.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

99.1 Press release dated December 7, 2011.

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