Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Certificate of Incorporation
As described in Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting of Stockholders of
(a) permit stockholders who have continuously held 25% of the Company's outstanding shares of common stock on a net long basis for at least one year to request the Secretary of the Company to call a special meeting of stockholders; and (b) eliminate supermajority voting requirements by removing Paragraph 6 in its entirety and amending Paragraph 12 to require only a majority vote of the outstanding shares of capital stock to amend, alter or repeal, or adopt any provision of the Certificate.
The amendments to the Certificate were filed with the
Subsequently, the Company consolidated the previously approved and effective amendments into a Restated Certificate of Incorporation which was filed with the
The foregoing is a summary of the amendments made to the Certificate. This summary is qualified by the Restated Certificate of Incorporation filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated into this Item 5.03 by reference.
In connection with the amendment to the Certificate described above relating to special meetings of stockholders, on
Amending Section 1.02 (Special Meetings) to:
(a) require requesting stockholders to submit a written "Stockholder Meeting Request" to the Secretary, which must include the following: (1) the purpose or purposes of the proposed meeting; (2) the information the Company already requires of stockholders planning to submit nominations of persons for election to the Board or propose any other business at an annual meeting of stockholders (e.g., name/address, stock holdings, derivative holdings, any agreements, arrangements or understandings with respect to the nomination or the proposed business); (3) an acknowledgment that if the stockholder sells shares following submission of the Stockholder Meeting Request, such shares will no longer count towards the minimum ownership requirements set forth in the Certificate (the "Holding Requirement"); (4) documentary evidence that the stockholders' ownership of the Company's stock complies with the Holding Requirement; and (5) a 2
commitment to continue to satisfy the Holding Requirement through the date of the requested special meeting.
(b) Provide that multiple Stockholder Meeting Requests will only be aggregated (for purposes of determining whether the Holding Requirement is satisfied) if they identify substantially the same purpose and are received within 60 days of the earliest such request. (c) Provide that the Secretary will not call a special meeting of stockholders (even if he or she receives a Stockholder Meeting Request that otherwise complies with the Certificate and By-Laws) if: (1) an identical or substantially similar item will be included in the Company's notice of meeting for a stockholder meeting to be held within 90 days; (2) the Stockholder Meeting Request is received within 90 days prior to the annual meeting; (3) an identical or substantially similar item was presented at any meeting of stockholders within 120 days prior to the delivery of the Stockholder Meeting Request; or (4) the Stockholder Meeting Request relates to an item of business that is not a proper subject for stockholder action under applicable law or was made in a manner that involved a violation of law.
In addition, the amendments to the By-Laws provide certain other procedural and clarifying changes to other sections of the By-Laws in connection with the foregoing amendments. The foregoing is a summary of the amendments made to the By-Laws. This summary is qualified by the By-Laws filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated into this Item 5.03 by reference.
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 2014 Annual Meeting.
(b) The following nominees for the office of director were elected for terms expiring at the 2015 Annual Meeting of Stockholders, by the following votes: For Against Abstain Broker Non-Vote Timothy L. Main 115,245,002 1,819,671 706,613 9,467,505 Timothy M. Ring 112,109,704 4,958,592 702,990 9,467,505
The following persons also continue as directors:
John C. Baldwin, M.D. Jenne K. Britell, Ph. D. Gary M. Pfeiffer Stephen H. Rusckowski Gail R. Wilensky, Ph. D. John B. Ziegler
The ratification of the appointment of the Company's independent registered public accounting firm for 2014 was approved by the following votes:
For Against Abstain 124,597,697 1,828,991 812,103 3
The amendment to the Company's Restated Certificate of Incorporation to remove supermajority voting requirements was approved by the following votes:
For Against Abstain Broker Non-Vote 115,610,801 1,430,127 730,156 9,467,707
The amendment to the Company's Restated Certificate of Incorporation to permit stockholders to cause the Company to call special meetings was approved by the following votes:
For Against Abstain Broker Non-Vote 116,608,831 515,164 647,141 9,467,655 The advisory resolution to approve executive compensation was approved by the following votes: For Against Abstain Broker Non-Vote 107,371,910 9,272,632 1,126,394 9,467,855
Item 9.01 Financial Statements and Exhibits
(d) Exhibit Description 3.1 Restated Certificate of Incorporation of
Quest Diagnostics Incorporated3.2 Quest Diagnostics Incorporated Amended and Restated By-Laws 10.1 Amended and Restated Quest Diagnostics IncorporatedExecutive Officer Severance Plan