Quest Diagnostics Incorporated (NYSE:DGX) Files An 8-K Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure
Company) has considered the appropriate leadership structure for
the Company and has concluded that it is in the best interests of
the Company and its shareholders at this time to combine the
roles of Chairman of the Board and President and Chief Executive
Officer of the Company.
announcing that the Board elected Stephen H. Rusckowski, the
Companys President and Chief Executive Officer, to serve in the
additional position of Chairman of the Board. The Companys
independent directors also designated Dr. Daniel C. Stanzione as
Lead Independent Director. Both appointments are effective
January 1, 2017.
Executive Officer and a director on May 1, 2012, succeeds Dr.
Stanzione, who has served as Chairman of the Board since the same
date. For many years before Dr. Stanzione served as Chairman of
the Board, he served as Lead Independent Director.
chairman will help the administration and organization of the
Board and facilitate the effective conduct of its duties, and
drive the most efficient execution of the Companys plan and
vision for the future. In connection with the decision to
recombine the roles of Chairman and President and Chief Executive
Officer under Mr. Rusckowski, the Board recognized the importance
of having a board structure that would continue to promote the
exercise of independent judgment by the Board and foster strong
independent leadership on the Board. Accordingly, the Board
committed to the appointment of a Lead Independent Director,
selected by and from among the independent directors, and updated
the Companys Corporate Governance Guidelines to provide the Lead
Independent Director with the following enhanced authority and
responsibilities:
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Participate with the Chairman of the Board and the Chief
Executive Officer in the flow of information to the Board and the preparation of the agenda and schedule for Board meetings; |
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Serve as a member of the Executive Committee;
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Coordinate providing timely feedback from the directors to
the Chairman of the Board and Chief Executive Officer; |
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Preside at all executive sessions of the non-management
directors; |
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Preside at all meetings of the Board in the absence of the
Chairman of the Board; |
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Take a leading role in the process of evaluating the Board;
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Lead the non-management directors in the annual evaluation
of the performance of the President and Chief Executive Officer; |
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Have the authority to call meetings of the non-management
directors; |
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Interview candidates for the Board;
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Be identified on the Companys website and in the Companys
annual proxy statement as the principal contact for stockholder communications with the Boards non-management directors; |
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Be available, as appropriate, for communication with the
Companys stockholders; |
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Monitor on behalf of, and as appropriate discuss with, the
non-management directors any stockholder communications received by the non-management directors; and |
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Perform such additional duties and have such additional
responsibilities as the Board or the non-management directors may from time to time determine, in each case as appropriate. |
structure if, in the exercise of its fiduciary duty, the Board
determines that a different structure is appropriate.
8-K, including Exhibit 99.1, is being furnished and shall not
be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or
otherwise subject to the liabilities under that section, nor
shall it be deemed to be incorporated by reference into any
filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as otherwise stated in such filing.
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Exhibit Number
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99.1
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Press release of the Company dated December 15, 2016.
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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. Quest Diagnostics Incorporated (NYSE:DGX) Recent Trading Information
Quest Diagnostics Incorporated (NYSE:DGX) closed its last trading session up +0.07 at 92.38 with 992,205 shares trading hands.
