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Quest Diagnostics (NYSE: DGX) details 2026 shareholder votes on board, pay and auditor

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(Moderate)
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8-K

Rhea-AI Filing Summary

Quest Diagnostics reported the results of its 2026 Annual Meeting of Stockholders held on May 20, 2026. All nominated directors were elected for terms expiring at the 2027 annual meeting, each receiving substantially more votes "for" than "against".

Stockholders approved the advisory resolution on executive officer compensation and ratified the appointment of PricewaterhouseCoopers as the company’s independent registered public accounting firm for 2026. A stockholder proposal requesting an independent board chairman did not receive sufficient support and was not approved.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Director vote example 93,821,069 for / 205,166 against Election of Robert B. Carter as director
Say-on-pay support 86,869,738 for Advisory vote on executive officer compensation
Auditor ratification for votes 97,340,034 for Ratification of PricewaterhouseCoopers as auditor for 2026
Independent chair proposal for votes 23,999,636 for Stockholder proposal regarding an independent board chairman
Independent chair proposal against votes 69,792,819 against Stockholder proposal regarding an independent board chairman
Annual Meeting of Stockholders financial
"The following is a summary of the voting results for each matter presented to the stockholders at the 2026 Annual Meeting of Stockholders"
advisory resolution financial
"The advisory resolution to approve the executive officer compensation disclosed in the Company’s 2026 Proxy Statement was approved"
An advisory resolution is a non-binding vote by shareholders that expresses their opinion on a specific corporate matter, such as executive pay or a governance policy. It matters to investors because, like a public survey, it signals shareholder sentiment to the board and management; even though it does not force action, a strong vote for or against can prompt changes, affect company reputation, and influence future decisions that impact shareholder value.
independent registered public accounting firm financial
"The ratification of the appointment of PricewaterhouseCoopers as the Company’s independent registered public accounting firm for 2026 was approved"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
stockholder proposal financial
"The stockholder proposal regarding an independent board chairman was not approved by the following votes"
emerging growth company regulatory
"Emerging growth company 1 Item 5.07 Submission of Matters to a Vote of Security Holders"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
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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 20, 2026
Quest Diagnostics Incorporated
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or other jurisdiction of incorporation)
001-1221516-1387862
(Commission File Number)(I.R.S. Employer Identification No.)
500 Plaza Drive
Secaucus, NJ07094
(Address of principal executive offices)(Zip Code)
(973)520-2700
(Registrant's telephone number, including area code)
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 Par ValueDGXNew 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities 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. ☐

1

Item 5.07 Submission of Matters to a Vote of Security Holders

(a)           The following is a summary of the voting results for each matter presented to the stockholders at the 2026 Annual Meeting of Stockholders which was held on May 20, 2026.

(b)           The following nominees for the office of director were elected for terms expiring at the 2027 Annual Meeting of Stockholders, by the following votes:
FOR
AGAINST
ABSTAIN
NON-VOTES
Robert B. Carter
93,821,069
205,166
173,510
9,135,906
James E. Davis
88,799,800
5,237,756
162,189
9,135,906
Luis A. Diaz, Jr., M.D.
93,909,369
110,114
180,262
9,135,906
Tracey C. Doi
93,649,938
393,268
156,539
9,135,906
Vicky B. Gregg
83,814,387
10,232,574
152,784
9,135,906
Wright L. Lassiter, III
93,802,306
223,154
174,285
9,135,906
Timothy L. Main
88,302,767
5,614,920
282,058
9,135,906
Denise M. Morrison
89,808,461
4,176,407
214,877
9,135,906
Gary M. Pfeiffer
86,302,153
7,716,970
180,622
9,135,906
Timothy M. Ring
81,917,543
11,994,424
287,778
9,135,906
Timothy C. Wentworth
93,427,490
597,095
175,160
9,135,906

The advisory resolution to approve the executive officer compensation disclosed in the Company’s 2026 Proxy Statement was approved by the following votes:

FOR
AGAINST
ABSTAIN
NON-VOTES
86,869,738
7,152,448
177,559
9,135,906

The ratification of the appointment of PricewaterhouseCoopers as the Company’s independent registered public accounting firm for 2026 was approved by the following votes:

FOR
AGAINST
ABSTAIN
97,340,034
5,809,995
185,622


The stockholder proposal regarding an independent board chairman was not approved by the following votes:

FORAGAINSTABSTAINNON-VOTES
23,999,63669,792,819407,2909,135,906



2

Signature
    
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.

May 21, 2026

QUEST DIAGNOSTICS INCORPORATED
By:/s/ Sean D. Mersten
Sean D. Mersten
Vice President and Corporate Secretary



3

Source: View Original Filing on SEC EDGAR

FAQ

What did Quest Diagnostics (DGX) stockholders vote on at the 2026 annual meeting?

Stockholders voted on director elections, executive compensation, auditor ratification, and a proposal for an independent board chairman. All directors were elected, pay was approved, PricewaterhouseCoopers was ratified, and the independent chair proposal was not approved.

Were all Quest Diagnostics (DGX) director nominees elected in 2026?

Yes, all director nominees were elected for terms expiring at the 2027 annual meeting. Each nominee, including Timothy C. Wentworth and Robert B. Carter, received significantly more votes in favor than against, with additional broker non-votes reported.

How did Quest Diagnostics (DGX) shareholders vote on executive compensation in 2026?

Shareholders approved the advisory resolution on executive officer compensation. The vote was 86,869,738 shares for, 7,152,448 against, and 177,559 abstentions, with 9,135,906 broker non-votes recorded on the say-on-pay item.

Which audit firm did Quest Diagnostics (DGX) stockholders ratify for 2026?

Stockholders ratified PricewaterhouseCoopers as the independent registered public accounting firm for 2026. The ratification vote was 97,340,034 shares for, 5,809,995 against, and 185,622 abstentions, indicating strong overall support for the auditor.

What happened to the Quest Diagnostics (DGX) proposal for an independent board chairman?

The stockholder proposal for an independent board chairman was not approved. It received 23,999,636 votes for, 69,792,819 against, and 407,290 abstentions, along with 9,135,906 broker non-votes on the proposal.

When was the 2026 Quest Diagnostics (DGX) Annual Meeting of Stockholders held?

The 2026 Annual Meeting of Stockholders was held on May 20, 2026. At this meeting, shareholders voted on director elections, executive compensation, auditor ratification, and an independent board chairman proposal, with detailed vote counts disclosed.

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