Laboratory Corporation of America Holdings

05/15/2023 | Press release | Distributed by Public on 05/15/2023 12:30

Submission of Matters to a Vote of Security Holders - Form 8-K

lh-20230511

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

May 11, 2023
(Date of earliest event reported)
LABORATORY CORPORATION OF AMERICA HOLDINGS
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-11353 13-3757370
(State or other jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

358 South Main Street
Burlington, North Carolina 27215
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number including area code) 336-229-1127
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Exchange Act.
Title of Each Class Trading Symbol Name of exchange on which registered
Common Stock , $0.10 par valueLHNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders
The 2023 Annual Meeting of Shareholders (the "Annual Meeting") of Laboratory Corporation of America Holdings (the "Company") was held on May 11, 2023. As of March 16, 2023, the date of record for determining the Company's shareholders entitled to vote on the proposals presented at the Annual Meeting, there were 88,500,941 shares of the Company's common stock issued and outstanding and entitled to vote at the Annual Meeting. The holders of 79,668,040 shares of the Company's issued and outstanding common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum. The proposals presented at the Annual Meeting are described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 30, 2023 (the "Proxy Statement"). The vote results detailed below represent final results as certified by the Inspector of Elections.
Proposal 1.



The Company's shareholders elected the following persons, who were listed in the Proxy Statement, to the Board of Directors of the Company (the "Board") to hold office for the term expiring at the 2024 Annual Meeting of Shareholders or until their successors are elected and qualified or until their earlier death, resignation, or removal:

Votes For
Votes Against
Abstentions
Broker Non-Votes
Adam H. Schechter
68,729,165
4,372,842
289,096
6,276,937
Kerrii B. Anderson
63,175,243
9,331,550
884,310
6,276,937
Jean-Luc Bélingard
69,825,608
3,418,652
146,843
6,276,937
Jeffrey A. Davis
73,107,712
137,541
145,850
6,276,937
D. Gary Gilliland, M.D., Ph.D.
73,108,618
138,045
144,440
6,276,937
Kirsten M. Kliphouse
73,145,363
99,011
146,729
6,276,937
Garheng Kong, M.D., Ph.D.
64,090,817
9,150,913
149,373
6,276,937
Peter M. Neupert
71,525,965
1,715,064
150,074
6,276,937
Richelle P. Parham
71,663,209
1,581,561
146,333
6,276,937
Kathryn E. Wengel
72,539,971
706,463
144,669
6,276,937
R. Sanders Williams, M.D.
70,807,512
2,438,057
145,534
6,276,937

Proposal 2.

The Company's shareholders approved in an advisory (non-binding) vote, the compensation of the Company's named executive officers. The votes regarding this proposal were as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
67,568,231
5,578,194
244,678
6,276,937
Proposal 3.

The Company's shareholders voted, on an advisory (non-binding) basis, on the frequency of future advisory shareholder votes on the compensation of the Company's named executive officers. The votes regarding this proposal were as follows:

1 Year
2 Years
3 Years
Abstentions
70,906,564
135,958
2,182,567
166,014

In accordance with the results for Proposal 3, the Board has determined that future advisory votes on the compensation of the Company's named executive officers will be held every year. Thus, the next shareholder advisory vote on the compensation of the Company's named executive officers will be held at the Company's 2024 Annual Meeting of Shareholders.

Proposal 4.

The Company's shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023. The votes regarding this proposal were as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
79,052,094
467,675
148,271
0
Proposal 5.

The Company's shareholders did not approve the shareholder proposal seeking adoption of a policy regarding the separation of the roles of Board Chairman and Chief Executive Officer. The votes regarding this proposal were as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
22,466,745
50,687,575
236,783
6,276,937
Proposal 6.

The Company's shareholders did not approve the shareholder proposal seeking an annual Board report on the transport of nonhuman primates within the United States. The votes regarding this proposal were as follows:



Votes For
Votes Against
Abstentions
Broker Non-Votes
7,481,149
64,554,771
1,355,183
6,276,937
Proposal 7.

The Company's shareholders did not approve the shareholder proposal requesting that the Board issue a report on known risks of fulfilling information requests and mitigation strategies. The votes regarding this proposal were as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
11,017,249
59,942,620
2,431,234
6,276,937


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LABORATORY CORPORATION OF AMERICA HOLDINGS
Registrant

By: /s/ SANDRA VAN DER VAART
Sandra van der Vaart
Executive Vice President, Chief Legal Officer and Corporate Secretary

May 15, 2023