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

e. On November 16, 2022, Mark E. Delaney, Senior Vice President and Chief Commercial Officer; Mark A. Gardner, Senior Vice President, Molecular Genomics and Oncology; Karthik Kuppusamy, Senior Vice President, Clinical Solutions and Patrick T. Plewman, Senior Vice President for Diagnostic Services, became executive officers of Quest Diagnostics Incorporated (the "Company) and became Schedule B participants in the Company's Executive Officer Severance Plan (the "Plan"). A copy of the Plan with an updated Schedule B is attached as Exhibit 10.1 and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year

a. On November 14, 2022, the Board of Directors (the "Board") of the Company amended and restated the Company's By-Laws (the "By-Laws"). The amendments (a) revise Sections 1.05, 1.06 and 1.07 with respect to nominations of directors and solicitations of proxies, including compliance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and (b) incorporate ministerial, clarifying and conforming changes. The foregoing summary is qualified in its entirety by the By-Laws filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits



d.       Exhibit

           3.1        Amended and Restated By-Laws of Quest Diagnostics Incorporated, as amended
                    November 14, 2022

                      Amended and Restated Quest Diagnostics Executive Officer Severance Plan as
           10.1     amended November 16, 2022

           104      The cover page from this current report on Form 8-K, formatted in Inline XBRL.

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