Labcorp Holdings Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of eleven director nominees named in the proxy statement to hold office until the next annual meeting of shareholders.

2. 2

   Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the Company's named executive officers as disclosed in the Proxy Statement.

   More detail

   This non-binding advisory proposal asks shareholders to approve the compensation of Labcorp’s named executive officers as disclosed in the 2026 Proxy Statement. Management seeks this advisory approval to validate its compensation framework, which it describes as pay-for-performance and heavily weighted toward variable and long-term equity incentives (approximately 60% performance shares, 20% options, 20% RSUs) to align executives with shareholder value creation. The proposal reflects the Board’s view that the CHC Committee’s design of annual and long-term incentives — including the Labcorp Bonus Plan (LBP) with an ESG/Strategic Objectives modifier, multi-year performance share cycles measured on cumulative EPS and revenue with a relative TSR modifier, and robust stock ownership guidelines — appropriately balances short‑ and long-term performance objectives. Management emphasizes the program’s governance features (clawback policy, no hedging or pledging, capped annual incentives, double-trigger change-in-control vesting) and notes strong historical shareholder support (~92% average say-on-pay support over five years). Adoption would be advisory (non-binding) but is used by the CHC Committee to inform future compensation decisions and program evolution. The Board recommends a FOR vote because it believes the program incentivizes sustainable growth, aligns pay with strategic priorities, and incorporates shareholder feedback. Key contextual matters include the Company’s solid 2025 financial performance (revenues, adjusted EPS, and free cash flow growth), the spin-off adjustments to prior award targets, and the use of a peer group for relative TSR assessment. Potential investor concerns typically focus on quantum of pay, perquisites (notably corporate aircraft and security-related travel for the CEO), and severance/change-in-control arrangements; management addresses these with disclosure, limits (e.g., no tax gross-ups, cap on severance multiples absent shareholder approval), and the Recoupment Policy. In evaluating the proposal, sophisticated investors should weigh the alignment mechanisms and performance outcomes (e.g., 2023–2025 performance shares paid at 200% of target) against pay levels and governance features to determine whether the advisory approval signals sufficient shareholder alignment and oversight.

3. 3

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026.

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When is the Labcorp Holdings Inc 2026 annual meeting?

Labcorp Holdings Inc (LH) holds its 2026 annual shareholder meeting on Thursday, May 21, 2026.

What is the record date for the Labcorp Holdings Inc 2026 meeting?

The record date for the Labcorp Holdings Inc 2026 meeting is Thursday, March 26, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Labcorp Holdings Inc's 2026 meeting?

The board is presenting 11 director nominees at the Labcorp Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Labcorp Holdings Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Labcorp Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.