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 12, 2021

 

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 communications 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 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 2021 Annual Meeting of Shareholders (the “Annual Meeting”) of Laboratory Corporation of America Holdings (the “Company”) was held on May 12, 2021. As of March 24, 2021, the date of record for determining the Company’s shareholders entitled to vote on the proposals presented at the Annual Meeting, there were 97,640,861 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. The holders of 86,897,605 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 2, 2021 (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 to hold office for the term expiring at the 2022 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			73,328,980				5,394,024				605,553				7,569,048
Kerrii B. Anderson			71,597,149				7,686,664				44,744				7,569,048
Jean-Luc Bélingard			75,027,417				4,254,725				46,415				7,569,048
Jeffrey A. Davis			78,747,054				533,941				47,562				7,569,048
D. Gary Gilliland, M.D., Ph.D.			78,777,649				463,087				87,821				7,569,048
Garheng Kong, M.D., Ph.D.			73,929,027				5,353,466				46,064				7,569,048
Peter M. Neupert			70,817,397				8,461,869				49,291				7,569,048
Richelle P. Parham			78,234,021				1,048,830				45,706				7,569,048
Kathryn E. Wengel			79,166,291				119,091				43,175				7,569,048
R. Sanders Williams, M.D.			74,258,864				4,982,197				87,496				7,569,048

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
72,236,847		6,915,431		176,279		7,569,048

Proposal 3.

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, 2021. The votes regarding this proposal were as follows:

 

Votes For		Votes Against		Abstentions		Broker Non- Votes
85,261,770		1,587,455		48,380		0

Proposal 4.

The Company’s shareholders voted against the shareholder proposal seeking an amendment to the Company’s proxy access by-law to remove the aggregation limit. The votes regarding this proposal were as follows:

 

Votes For		Votes Against		Abstentions		Broker Non- Votes
29,709,385		49,415,648		203,524		7,569,048

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 14, 2021