Current Report Filing (8-k)
January 09 2017 - 04:03PM
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
January 4, 2017
(Date of earliest event reported)
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:
☐
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Written communication 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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☐
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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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Item 3.03.
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Material Modification to Rights of Security Holders
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As described in Item 5.03 below, the contents of
which are incorporated herein by reference, on January 4, 2017, the Board of Directors (the Board) of Laboratory Corporation of America Holdings (the Corporation) adopted amendments to the Corporations Amended and
Restated
By-Laws
(the
By-Laws).
Item 5.03.
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Amendments to Articles of Incorporation or
By-Laws;
Change in Fiscal Year
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On January 4, 2017, the Board adopted amendments to the Corporations
By-Laws.
The
By-Laws,
as restated to reflect the amendments, are filed herewith as Exhibit 3.1 to this Form
8-K.
The amendments include provisions to implement proxy access to permit eligible stockholders to submit nominees to the Board to be included in the
Corporations proxy statement for its annual meeting of stockholders, commencing with the Corporations 2018 annual meeting. New Section 13 of Article II of the
By-Laws
permits a stockholder, or
a group of up to 20 stockholders, owning 3% or more of the Corporations outstanding common stock continuously for at least three years to nominate and have included in the Corporations proxy materials persons for election to the Board
constituting up to 20% of the Board, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in Article II, Section 13.
The Board also adopted an amendment to the
By-Laws
providing an advance notice provision in Article I,
Section 9 to establish timing, procedural and informational requirements for stockholders seeking to present proposals, other than nominations to the Board, for a stockholder vote at an annual meeting.
In addition, the Board adopted an amendment to the
By-Laws
to provide that in any case where stockholders act by
written consent in lieu of a meeting as permitted by Article I, Section 6 of the
By-Laws,
the Board of Directors may set a record date for such action.
The Board also adopted amendments to, among other things, (a) harmonize the dates by which certain proposals or director nominations must be submitted,
(b) make changes to update certain references to officers of the Corporation in the
By-Laws,
and (c) make conforming changes to permit the implementation of the aforesaid items.
The foregoing is a summary of the amendments to the
By-Laws
and is qualified in its entirety by the
By-Laws,
as amended and restated, a copy of which is filed as Exhibit 3.1 to this Current Report on Form
8-K
and incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit 3.1
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Amended and Restated
By-Laws
of Laboratory Corporation of America Holdings as of January 4, 2017
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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.
LABORATORY CORPORATION OF AMERICA HOLDINGS
Registrant
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By:
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/s/ F. SAMUEL EBERTS III
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F. Samuel Eberts III
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Chief Legal Officer and Secretary
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January 9, 2017
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