LABORATORY CORP OF AMERICA HOLDINGS false 0000920148 0000920148 2020-05-13 2020-05-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 13, 2020

LABORATORY CORPORATION OF AMERICA HOLDINGS

(Exact Name of Registrant as Specified in 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, and Zip Code)

336-229-1127

Registrant’s Telephone Number, Including Area Code

N/A

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

☐

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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communication 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 Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.10 par value		LH		New 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 2020 Annual Meeting of Shareholders (the “Annual Meeting”) of Laboratory Corporation of America Holdings (the “Company”) was held on May 13, 2020. As of March 25, 2020, the date of record for determining the Company’s shareholders entitled to vote on the proposals presented at the Annual Meeting, there were 97,103,326 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. The holders of 85,374,002 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 April 1, 2020 (the “Proxy Statement”). The vote results detailed below represent final results as certified by the Inspector of Elections. In addition, after the Annual Meeting and consistent with the disclosure in the Proxy Statement, the Company’s Board of Directors (the “Board”) appointed Adam H. Schechter to serve as Chairman of the Board, effective immediately.

Proposal 1.

The Company’s shareholders elected the following persons, who were listed in the Proxy Statement, to the Board to hold office for the term expiring at the 2021 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			72,025,009				5,515,146				898,875				6,934,972
Kerrii B. Anderson			71,375,060				6,937,657				126,313				6,934,972
Jean-Luc Bélingard			74,629,261				3,681,850				127,919				6,934,972
Jeffrey A. Davis			77,437,792				842,164				159,074				6,934,972
D. Gary Gilliland, M.D., Ph.D.			78,038,449				244,983				155,598				6,934,972
Garheng Kong, M.D., Ph.D.			74,246,052				4,064,108				128,870				6,934,972
Peter M. Neupert			75,160,581				3,146,667				131,782				6,934,972
Richelle P. Parham			77,013,774				1,297,470				127,786				6,934,972
R. Sanders Williams, M.D.			73,898,657				4,411,455				128,918				6,934,972

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
69,270,358			9,008,979				159,693				6,934,972

Proposal 3.

The Company’s shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The votes regarding this proposal were as follows:

Votes For		Votes Against				Abstentions				Broker Non- Votes
80,631,732			4,075,902				666,368				0

Proposal 4.

The Company’s shareholders voted to approve a shareholder proposal asking the Board to amend the appropriate company governing documents to give shareholders of a combined ten percent or more of the Company’s common stock the power to call a special shareholder meeting. The votes regarding this proposal were as follows:

Votes For		Votes Against				Abstentions				Broker Non- Votes
41,702,855			36,460,353				275,822				6,934,972

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.

Dated: May 18, 2020