Item 5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal
Year
Certificate of Incorporation
At the Annual Meeting of Stockholders of Quest Diagnostics Incorporated (the
"Company") held on May 18, 2022 (the "2022 Annual Meeting"), upon the
recommendation of the Board of Directors (the "Board"), the stockholders voted
on and approved amendments to the Company's Restated Certificate of
Incorporation (the "Amendment") to: (1) allow stockholders to take certain
actions by written consent in lieu of a meeting of stockholders with not less
than the minimum number of votes that would be necessary to take such action if
the matter was presented at a meeting of stockholders at which all shares
entitled to vote thereon were present and voted, subject to certain procedural
and other requirements and limitations; and (2) lower the share ownership
threshold for stockholders to request that the Company call a special meeting to
15% from 20%, subject to certain procedural, information and other requirements
and limitations, to provide for a record date to determine stockholders entitled
to request a special meeting and to make related amendments. Previously, the
Company's Restated Certificate of Incorporation permitted stockholder action by
consent in lieu of a meeting of stockholders only if such consent was unanimous.
The Amendment was filed with the Secretary of State of the State of Delaware on
May 19, 2022 and was effective as of such date. The foregoing summary is
qualified in its entirety by the Certificate of Amendment filed as Exhibit 3.1
to this Current Report on Form 8-K and incorporated herein by reference.
By-Laws
On May 19, 2022, the Board amended and restated the Company's By-Laws (the
"By-Laws"), effective upon the effectiveness of the Amendment, to reflect and
provide for certain procedural and disclosure requirements in connection with
the Amendment, as described above. The foregoing summary is qualified in its
entirety by the By-Laws filed as Exhibit 3.2 to this Current Report on Form 8-K
and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
d. Exhibit Description
3.1 Certificate of Amendment to Restated Certificate of Incorporation of the
Company, effective May 19, 2022
3.2 Amended and Restated By-laws of Quest Diagnostics Incorporated, as
amended effective May 19, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
© Edgar Online, source Glimpses