Independent
Tenure on this board
2.2 yrs
Meeting calendar
DGX · Annual meeting · Wednesday, May 20, 2026
Quest Diagnostics Inc
11 nominees · 4 ballot items.
Election of eleven directors; advisory approval of executive compensation (say-on-pay); ratification of PwC as independent auditor; stockholder proposal to adopt an independent board chairman (requested by John Chevedden).
Market cap
$23.2B
1Y TSR
+22.6%
Board grade
C+
Record date
Mar 23, 2026
Filing
DEF 14A
Meeting concluded · May 20, 2026
Follow how the vote landed and what changed on Quest Diagnostics Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot4
- 1
Election of Directors
ManagementBoard: FORElection of eleven directors to serve until the next annual meeting.
- 2
Advisory Resolution to Approve Executive Officer Compensation (Say on Pay
ManagementBoard: FORNon-binding advisory vote to approve the 2025 executive compensation as disclosed.
More detail
This advisory proposal asks stockholders to approve, on a non-binding basis, the company’s 2025 executive compensation as disclosed in the proxy. Management seeks this vote to validate their pay practices, demonstrate alignment of pay and performance, and respond to shareholder engagement. The CD&A details a pay-for-performance structure emphasizing performance shares, RSUs and options, with an SMIP annual incentive tied to adjusted diluted EPS, revenue and non-financial goals. The Board recommends a FOR vote, arguing robust governance safeguards, independent consultant involvement, clawback policies, share ownership guidelines, and that 2025 pay outcomes (116% average annual incentive, 154% long-term performance payout) reflect strong company performance. Context includes high TSR relative to peers and investor outreach indicating positive feedback; as an advisory measure, the result will be considered by the Compensation Committee for future decisions but is not binding.
- 3
Ratification of Appointment of Independent Registered Public Accounting Firm
ManagementBoard: FORRatify selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026.
- 4
Stockholder Proposal Regarding an Independent Board Chairman
Shareholder — John CheveddenBoard: AGAINSTRequest the Board adopt policy to separate the Chairman and CEO roles so the Chairman is an independent director.
More detail
The shareholder proponent (John Chevedden) requests a binding governance change requiring the separation of the Chairman and CEO roles such that the Chairman must be an independent director, arguing improved oversight and citing data-breach litigation, other legal issues, and stock performance as motivation. Management opposes, arguing the board needs flexibility to select leadership structure, emphasizes the Lead Independent Director role and other governance features, and notes historical stockholder support and strong TSR since combining roles. The board recommends voting AGAINST. The proponent’s case and the board’s response highlight a classic governance dispute about oversight vs. flexibility; the specific company context includes cybersecurity-related lawsuits, legal settlements, and operational controversies that the proponent uses to justify structural reform, while management points to performance metrics and established governance practices to defend the status quo.
Director elections
Nominees on the ballot11
Not independent
Tenure on this board
3.7 yrs
Independent
Tenure on this board
3.2 yrs
Independent
Tenure on this board
4.9 yrs
Also a director at
Pentair PLC (PNR)
Independent
Tenure on this board
12.5 yrs
Also a director at
Acadia Healthcare Company Inc (ACHC)
Independent
Tenure on this board
6.3 yrs
Also a director at
Fortive Corp (FTV)
Independent
Tenure on this board
12.5 yrs
Independent
Tenure on this board
7.4 yrs
Also a director at
Visa Inc (V)
Independent
Tenure on this board
22.5 yrs
Independent
Tenure on this board
15.5 yrs
Also a director at
Becton Dickinson & Co (BDX)
Independent
Tenure on this board
0.4 yrs
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 7,145,672 | $1.4B |
| 2 | PRICE T ROWE ASSOCIATES INC /MD/ | 5.5% | 6,133,580 | $1.2B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.5% | 6,081,400 | $1.2B |
| 4 | STATE STREET CORP | 4.9% | 5,380,821 | $1.1B |
| 5 | BlackRock, Inc. | 3.3% | 3,665,921 | $718M |
| 6 | Boston Partners | 2.9% | 3,201,411 | $628M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.5% | 2,724,268 | $532M |
| 8 | BlackRock, Inc. | 2.1% | 2,351,036 | $461M |
| 9 | EdgePoint Investment Group Inc. | 2.0% | 2,243,869 | $440M |
| 10 | Grantham, Mayo, Van Otterloo Co. LLC | 1.7% | 1,883,024 | $369M |
Peers
Nearest market capOther Healthcare sector meetings6
Upcoming shareholder meetings at Quest Diagnostics Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.
Steris PLCSTE
Annual meeting·Jul 31, 2026·$21.6B
Jazz Pharmaceuticals PLCJAZZ
Annual meeting·Jul 23, 2026·$15.2B
Apogee Therapeutics IncAPGE
Special meeting·Aug 11, 2026·$10.1B
Amneal Pharmaceuticals IncAMRX
Special meeting·Jul 31, 2026·$5.8B
Doximity IncDOCS
Annual meeting·Aug 27, 2026·$4.1B
Haemonetics CorpHAE
Annual meeting·Jul 24, 2026·$3.6B
Reference
Frequently asked questions
- When is the Quest Diagnostics Inc 2026 annual meeting?
- Quest Diagnostics Inc (DGX) holds its 2026 annual shareholder meeting on Wednesday, May 20, 2026.
- What is the record date for the Quest Diagnostics Inc 2026 meeting?
- The record date for the Quest Diagnostics Inc 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Quest Diagnostics Inc's 2026 meeting?
- The board is presenting 11 director nominees at the Quest Diagnostics Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Quest Diagnostics Inc 2026 meeting?
- Shareholders will vote on 4 proposals at the Quest Diagnostics Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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