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QUEST DIAGNOSTICS INC FILES (8-K) Disclosing Change in Directors or Principal Officers

July 23, 2014



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

(d) On July 22, 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 2015 Annual Meeting of Stockholders from 3 to 4. After considering the recommendation of the Board's Governance Committee, the Board elected Vicky B. Gregg, former Chief Executive Officer of BlueCross BlueShield of Tennessee, to fill the resulting vacancy.

The Board determined that Ms. Gregg 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 Ms. Gregg to serve on the Board's Compensation Committee.

Ms. Gregg 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 10, 2014. As part of that compensation, Ms. Gregg received a one-time grant of restricted share units valued at $140,000 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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Source: Edgar Glimpses


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