Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
(a) On February 17, 2021, Dr. Daniel C. Stanzione notified Quest
Diagnostics Incorporated (the "Company") that he has decided not to stand for
re-election to the board of directors (the "Board") of the Company at the end of
his current term that ends at the Company's 2021 Annual Meeting of Stockholders,
which is scheduled for May 21, 2021 (the "Annual Meeting"). Dr. Stanzione
currently serves as the Board's Lead Independent Director, the Chair of the
Executive Committee and Governance Committee and a member of the Audit and
Finance Committee and Cybersecurity Committee.
Item 7.01 Regulation FD Disclosure
Attached hereto as Exhibit 99.1 and incorporated herein by reference is a press
release announcing the matters described in Item 5.02 and Item 8.01 herein.
Item 8.01 Other Events
In connection with Dr. Stanzione's decision not to stand for re-election to the
Board, on February 17, 2021, the Board's independent directors selected Timothy
M. Ring to serve as the Board's new Lead Independent Director, effective as of
the Annual Meeting. The Board also selected Mr. Ring to Chair the Board's
Governance and Executive Committees and Ms. Vicky B. Gregg to Chair the Board's
Compensation Committee, each effective as of the Annual Meeting.
Item 9.01 Financial Statements and Exhibits
Exhibit Description
99.1* Press Release issued by the Company, dated February 23, 2021,
announcing described in this Current Report on Form 8-K
104* The cover page from this Current Report on Form 8-K, formatted
in Inline XBRL.
* Filed herewith.
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