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

(e) The executive compensation philosophy of Quest Diagnostics Incorporated (the "Company") is set forth in the Compensation Discussion and Analysis in the Company's proxy statement for the Company's 2020 annual meeting of stockholders. The philosophy includes motivating and retaining key talent and aligning the compensation of the Company's executive officers with the interests of stockholders and Company performance. Consistent with and in furtherance of this approach, the Compensation Committee (the "Committee") of the Company's Board of Directors considered the impact of the COVID-19 pandemic on the Company's operations and the important role the Company is playing in responding to the COVID-19 pandemic, and on June 19, 2020, determined it was in the best interests of the Company and stockholders to add additional 2020 performance goals under the Company's Senior Management Incentive Plan ("SMIP"). SMIP participants include the Company's executive officers. These additional performance goals, including an assessment of agility, financial metrics and business operations and innovation, relate to the Company's COVID-19 pandemic response plan, which includes: test development, capacity expansion and deployment to increase access to testing; collaboration with all levels of government to mitigate the impact of the COVID-19 pandemic; and partnerships with public and private organizations to enable safe return to work programs and economic recovery. The Committee also added a leadership component to the current supplemental bonus opportunity under the SMIP.

These performance goals are consistent with the Committee's historic approach of basing annual incentive compensation on key operating goals. The Committee generally has set performance goals under the SMIP with targets based on the Company's operating plan and aligned with the Company's business strategy; the Company's business plan and strategy now include responding to the COVID-19 pandemic. Because the Committee believes that non-financial business objectives are important, it had incorporated both financial and non-financial metrics (which may be objective or subjective in nature) in the SMIP. The Committee did not make other changes to the existing incentive programs applicable to the executive officers. The new 2020 performance goals will be assessed along with the previously adopted 2020 goals to determine payouts under the SMIP.

Item 7.01 Regulation FD Disclosure

Considering the impact of the COVID-19 pandemic on the Company's operations and the important role the Company is playing in responding to the COVID-19 pandemic, on June 19, 2020 the Committee also approved that all employees participating in the Company's Annual Incentive Plan will be eligible to receive annual incentive compensation for 2020 based on the additional 2020 performance goals related to the Company's COVID-19 pandemic response plan.

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