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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 16, 2024
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. ☐



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On May 16, 2024, the Board of Directors (the “Board”) of Quest Diagnostics Incorporated (the “Company”), after considering the recommendation of the Board’s Governance Committee, elected Robert B. Carter to the Board. Mr. Carter is the Executive Vice President, Chief Information Officer of FedEx Corporation and Co-President and Co-CEO of FedEx Services.

The Board determined that Mr. Carter is an independent director pursuant to the New York Stock Exchange listing standards and the Company’s independence guidelines, as set forth in its Corporate Governance Guidelines, which are available on the Company’s website.

Mr. Carter’s membership on any Committee of the Board has not been determined at this time.

Mr. Carter will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation practices.

Item 7.01 Regulation FD Disclosure.

A copy of the Company’s press release announcing the election of Mr. Carter is attached hereto as Exhibit 99.1 and is hereby incorporated into this Item 7.01 by reference.
    
Item 9.01. Financial Statements and Exhibits
d. Exhibit
99.1
104The cover page from this current report on Form 8-K, formatted in Inline XBRL.


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, 2024

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






Exhibit 99.1

Quest Diagnostics Elects Robert B. Carter, CIO of FedEx Corporation, to Board of Directors

SECAUCUS, N.J. – May 16, 2024 – Quest Diagnostics (NYSE: DGX), a leading provider of diagnostic information services, today announced that its Board of Directors has elected Robert (Rob) B. Carter, a seasoned technology executive, to serve as a director. Including Mr. Carter, the company's Board has 10 members.

Mr. Carter, 64, is Executive Vice President and Chief Information Officer at FedEx Corporation, where he is responsible for setting the technology direction of the FedEx applications, infrastructure and networks that provide around the clock and around the globe support for FedEx product offerings. In addition, Mr. Carter serves on the Executive Committee and is Co-President and Co-CEO of FedEx Services. After 31 years with FedEx, he will step down from his current roles in June and remain with the company as an advisor until December of this year.

"Rob has had an incredible career in information technology and customer service at FedEx. Technology is a core strategic enabler for Quest, and Rob’s vast leadership experience, as well as his expertise in cloud technologies and cybersecurity, will provide us valuable insights as we continue to leverage IT and generative AI to improve and grow our business," said Jim Davis, Chairman, CEO and President of Quest Diagnostics. "I am very pleased to welcome him to our Board."

Timothy M. Ring, Lead Independent Director, added, "Rob’s addition to our Board will bring strong technology expertise based on his long career at FedEx. He is an innovator, a collaborator and a leader who has extensive public and private board experience. We are fortunate to have him join our Board."

Mr. Carter serves on the Board of Directors of New York Life and previously served on the Boards of First Horizon Corporation and Saks, Inc. He also serves on the Board of Trustees for the University of Memphis. Mr. Carter earned a bachelor's degree in computer and information science from the University of Florida, and a master’s degree from the University of South Florida.

About Quest Diagnostics
Quest Diagnostics works across the healthcare ecosystem to create a healthier world, one life at a time. We provide diagnostic insights from the results of our laboratory testing to empower people, physicians and organizations to take action to improve health outcomes. Derived from one of the world's largest databases of deidentified clinical lab results, Quest's diagnostic insights reveal new avenues to identify and treat disease, inspire healthy behaviors and improve healthcare management. Quest Diagnostics annually serves one in three adult Americans and half the physicians and hospitals in the United States, and our nearly 50,000 employees understand that, in the right hands and with the right context, our diagnostic insights can inspire actions that transform lives and create a healthier world. www.QuestDiagnostics.com.

SOURCE Quest Diagnostics

For further information: Jennifer Petrella, Quest Diagnostics (Media): 973-520-2800 or mediacontact@QuestDiagnostics.com; Shawn Bevec, Quest Diagnostics (Investors): 973-520-2900

v3.24.1.1.u2
Cover
May 16, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 16, 2024
Entity Registrant Name Quest Diagnostics Inc
Entity Incorporation, State or Country Code DE
Entity File Number 001-12215
Entity Tax Identification Number 16-1387862
Entity Address, Address Line One 500 Plaza Drive
Entity Address, City or Town Secaucus,
Entity Address, State or Province NJ
Entity Address, Postal Zip Code 07094
City Area Code (973)
Local Phone Number 520-2700
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 Par Value
Trading Symbol DGX
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001022079
Amendment Flag false
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