Quest Diagnostics Incorporated (NYSE:DGX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)On February 18, 2019, Jenne K. Britell and Jeffrey M. Leiden informed Quest Diagnostics Incorporated (the “Company”) of their decisions to not seek re-election to the Company’s Board of Directors (the “Board”) at the Company’s Annual Meeting of Stockholders to be held May 14, 2019 (the “2019 Annual Stockholders Meeting”), and to retire from the Board effective as of the date of the 2019 Annual Stockholders Meeting, when their current terms as director expire.

(d)On February 18, 2019, the Board increased its size from 10 to 11 directors. After considering the recommendation of the Board’s Governance Committee, the Board elected Denise M. Morrison, former President and Chief Executive Officer of Campbell Soup Company, to fill the resulting vacancy, effective immediately.

The Board determined that Ms. Morrison is an independent director 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. Morrison to serve on the Board’s Compensation and Quality, Safety and Compliance Committees.

Ms. Morrison 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 4, 2018. As part of that compensation, Ms. Morrison received a one-time grant of restricted share units valued at $42,000 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.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

QUEST DIAGNOSTICS INC Exhibit
EX-99.1 2 dgx021819ex991.htm EXHIBIT 99.1 Exhibit Exhibit 99.1Quest Diagnostics Elects Denise Morrison to Board of DirectorsSECAUCUS,…
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About Quest Diagnostics Incorporated (NYSE:DGX)

Quest Diagnostics Incorporated is a provider of diagnostic information services. The Company operates through two businesses: Diagnostic Information Services and Diagnostic Solutions. The Company’s Diagnostic Information Services business develops and delivers diagnostic testing information and services to patients, physicians, health plans, hospitals, accountable care organizations (ACOs), integrated delivery networks (IDNs), other commercial laboratories, employers and others. The Company’s Diagnostic Solutions offers a range of solutions for insurers and healthcare providers. The Company provides risk assessment services for the life insurance industry. In addition, the Company offers healthcare organizations and clinicians’ health information technology solutions and diagnostic products. ExamOne provides risk assessment services to the life insurance industry in North America. ChartMaxx is the Company’s enterprise content management system for hospitals.