Current Report Filing (8-k)
May 17 2017 - 4:45PM
Edgar (US Regulatory)
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
Date of Report (Date of earliest event reported): May 11, 2017
LABORATORY CORPORATION OF AMERICA HOLDINGS
(Exact name of registrant as specified in its charter)
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Delaware
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1-11353
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13-3757370
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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358 South Main Street
Burlington, North Carolina
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27215
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336-229-1127
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(Address of principal executive offices)
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(Zip Code)
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(Registrants telephone number,
including area code)
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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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 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
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Submission of Matters to a Vote of Security Holders.
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The 2017 Annual Meeting of Shareholders (the
Annual Meeting) of Laboratory Corporation of America Holdings (the Company) was held on May 11, 2017. As of March 14, 2017, the date of record for determining the Companys shareholders entitled to vote on the
proposals presented at the Annual Meeting, there were 102,429,958 shares of the Companys common stock issued and outstanding and entitled to vote at the Annual Meeting. The holders of 89,991,351 shares of the Companys 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 Companys definitive proxy statement filed with
the Securities and Exchange Commission on March 31, 2017. The vote results detailed below represent final results as certified by the Inspector of Elections.
Proposal 1.
The Companys shareholders elected the
following persons, who were listed in the Proxy Statement, to the Companys Board of Directors to hold office for the term expiring at the 2018 Annual Meeting of Shareholders or until their successors are elected and qualified or until their
earlier death, resignation or removal:
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Votes For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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David P. King
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77,546,888
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4,701,594
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413,380
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7,329,489
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Kerrii B. Anderson
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81,708,902
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923,700
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29,260
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7,329,489
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Jean-Luc Bélingard
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64,731,624
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17,858,623
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71,615
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7,329,489
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D. Gary Gilliland, M.D., Ph.D.
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82,350,059
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281,818
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29,985
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7,329,489
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Garheng Kong, M.D., Ph.D.
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71,868,102
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10,763,654
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30,106
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7,329,489
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Robert E. Mittelstaedt, Jr.
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81,033,295
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1,597,802
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30,765
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7,329,489
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Peter M. Neupert
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81,913,309
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718,296
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30,257
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7,329,489
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Richelle P. Parham
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82,357,757
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272,701
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31,404
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7,329,489
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Adam H. Schechter
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82,448,661
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181,090
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32,111
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7,329,489
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R. Sanders Williams, M.D.
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82,037,129
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594,340
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30,393
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7,329,489
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Proposal 2.
The Companys
shareholders approved, in an advisory (non-binding) vote, the compensation of the Companys named executive officers. The votes regarding this proposal were as follows:
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Votes For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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77,351,882
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5,124,358
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185,622
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7,329,489
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Proposal 3.
The Companys
shareholders voted, on an advisory (non-binding) basis, on the frequency of future advisory shareholder votes on the compensation of the Companys named executive officers. The votes regarding this proposal were as follows:
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1 Year
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2 Years
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3 Years
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Abstentions
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72,940,471
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347,485
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9,305,092
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68,814
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In accordance with the results for Proposal 3, the Companys Board of Directors has determined that future advisory votes
on the compensation of the Companys named executive officers will be held every year. Thus, the next shareholder advisory vote on the compensation of the Companys named executive officers will be held at the Companys 2018
Annual Meeting of Shareholders.
Proposal 4.
The
Companys shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2017. The votes regarding this proposal were as
follows:
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Votes For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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87,707,685
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2,243,242
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40,424
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0
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Proposal 5.
The Companys
shareholders did not approve the shareholder proposal described in the Proxy Statement. The votes regarding this proposal were as follows:
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Votes For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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3,226,088
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76,501,212
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2,934,562
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7,329,489
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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.
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LABORATORY CORPORATION OF AMERICA HOLDINGS
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Registrant
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By:
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/s/ Sandra van der Vaart
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Sandra van der Vaart
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Senior Vice President and Deputy Chief Legal Officer
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Dated: May 17, 2017
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