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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