LABORATORY CORP OF AMERICA HOLDINGS false 0000920148 0000920148 2021-05-12 2021-05-12

 

 

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.

 

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

Dated: May 14, 2021