PROXY SUMMARY

SKILLS AND EXPERTISE

4    LABORATORY CORPORATION OF AMERICA HOLDINGS

PROXY SUMMARY       

We continue to demonstrate a strong commitment to corporate governance that reinforces our
alignment with our shareholders, and continue to make improvements in response to shareholder
feedback and our commitment to best practices, including:

PROXY SUMMARY

Governance Highlights

We have a long-standing commitment to strong corporate governance practices. These practices including annual election of directors by majority vote, a Lead Independent Director with a clearly defined role and responsibilities,provide an annual self-assessment by theimportant framework within which our Board and proxy access to allow eligible shareholders to submit nominees to be included inmanagement pursue the strategic objectives of Labcorp and ensure the Company’s Proxy Statement.long-term vitality for the benefit of our shareholders.

Key Financial Highlights

The Company achieved solid operational and financial performance across a broad range of measures.

Executive Compensation (page 27; 46)Highlights

Pay for Performance (page 29)83)

LabCorp’sLabcorp’s executive compensation program is designed to attract, motivate, and retain executives in a highly competitive environment. Our executive compensation philosophy is to pay for performance by rewarding the achievement of specific short-term and long-term financial, operational, and strategichuman capital related goals.

The CompanyLabcorp seeks to achieve outstanding performance for our shareholders through a focusfocusing our executives on increased revenue, adjusted earnings per share (“EPS”), adjusted operating income, revenues, adjusted EPS, net orders for our Biopharma Laboratory Services segment, and relative total shareholder returnTotal Shareholder Return (“TSR”) compared to ourthe peer group of companies we use for executive compensation purposes. Our compensation program rewards our executives for achieving strategic objectives.financial objectives, while providing us the opportunity to modify their payouts based on achievement of corporate and ESG goals and individual contributions. A substantial majority of the value of our executives’named executive officers’ annual target compensation opportunity,(51-60%), including performance-based cash compensation and performance shares, is subject to the achievement of Company and individual objectives, which provides a strong incentive to drive Company performance and increase shareholder value.

2017Last year, our annual advisory vote on the compensation of our named executive officers received support from approximately 92% of the shares represented and entitled to vote at the 2023 Annual Meeting of Shareholders. We are committed to refining our compensation program to incentivize our leaders and align with our strategy, the key value drivers of our business, and the expectations of our shareholders. We regularly seek input from our shareholders and this input is incorporated in the Compensation and Human Capital Committee’s (“CHC Committee”) annual review of our compensation program.

6    LABORATORY CORPORATION OF AMERICA HOLDINGS

PROXY SUMMARY       

2023 Executive Total Compensation Mix (page 29)67)

The CompensationCHC Committee takes several factors into consideration when settingestablishing our executive
compensation levels,target opportunity and structure, including:

While the Committee sets total target compensation (base salary plus the target amounts under our annual cash incentive and long-term incentive arrangements) to be competitive in relation to the median peer compensation as reflected in data provided by its independent consultant, the Committee places greater emphasis on the variable orat-risk portion of compensation versus fixed compensation.

Advisory Vote to Approve Executive Compensation (page 58)87)

We ask that our shareholders approve the advisory resolution on the compensation of our named executive compensation. Beginning in 2011, the Compensation Committee has continued to evolve ourofficers. Our compensation program is designed to enhanceattract and retain skilled and talented individuals and align the alignmentcompensation of our programexecutives with the strategic goals of the Company and, reflectultimately, the feedback we have received frominterests of our shareholders. The CompensationCHC Committee continuously improvesannually evaluates our compensation program in light of the input we receive from our shareholder engagement efforts and the results of the advisory resolution on the compensation program by designing management incentives that create strong alignment between compensation, the performance of the Company and the interests of shareholders. In 2017, for instance, the Company for the first time since 2012 included in its mix of long-term equity awardsnon-qualified stock options, to further align long-term incentive compensation with our shareholders’ interest in stock price appreciation. We have also adopted manynamed executive officers.

Our market-leading compensation practices are designed with features to further align the interests of our executives with those of our shareholders:

CEO PAY MIX BASED ON TARGET AWARD OPPORTUNITIES OTHER NEO PAY MIX BASED ON TARGET AWARD OPPORTUNITIES (1)

WHAT WE DO   LABORATORY CORPORATION OF AMERICA HOLDINGS  •  2018 Proxy Statement     WHAT WE DON’T DO  Maintain robust stock ownership requirements for executives (6 times base salary for the Chief Executive Officer and 3 times base salary for Executive Vice Presidents)  Cap annual incentive opportunity to discourage inappropriate risk-taking  Cap cash severance payments to executive officers under new arrangements at 2.99x the sum of the executive officer’s base salary and target annual incentive award  Provide only “double trigger” change-in-control accelerated vesting provisions  Maintain an Incentive Compensation Recoupment Policy that requires clawback of cash- and incentive-based compensation upon the occurrence of certain events  Provide annual incentives linked to strategic and objective financial goals, which take into account company-wide performance against predetermined ESG objectives  Provide an annual target mix of performance oriented long-term incentives that include performance shares (generally 60% of target grant value), with the remainder split between non-qualified stock options (20% of target grant value), and restricted stock units (20% of target grant value) with multi-year vesting  Conduct annual shareholder outreach to engage on a variety of matters, including compensation  Accrue dividend equivalent rights on restricted stock units and performance share awards, which are only paid if and when the underlying shares vest  Maintain an insider trading policy that, among other things, requires pre-clearance of all Company common stock transactions and limits transactions to a specified trading window for key employees      Allow pledging or hedging of Company stock    Provide tax gross-ups, including on severance or change-in-control payments    Use employment agreements except in connection with the hiring of our Chief Executive Officer and the individual hired to serve as the Chief Executive Officer of Fortrea following the Spin-Off    Offer excessive change-in-control benefits    Pay dividends on unvested performance awards and restricted stock units that are not earned 8    LABORATORY CORPORATION OF AMERICA HOLDINGS PROXY SUMMARY   PROXY SUMMARY        Auditors (page 60)89) We ask that our shareholders ratify the selection of PricewaterhouseCoopers,Deloitte & Touche LLP as our independent auditor registered public accounting firm for the year ending December 31, 2018. 2024. Below is summary information about PricewaterhouseCoopers’Deloitte & Touche LLP’s fees for services provided in fiscal years 20172023 and 2016.2022 respectively.      2023      2022      2017      2016             Audit Fees(1)      $3,484,100        $3,014,000   Audit Fees(1) Audit Fees(1) Audit Fees(1)    $ 3,275,000      $ 3,210,000   Audit Related Fees(2)      $377,750        $181,000   Tax Fees(3)      $1,815,288        $1,209,480   All Other Fees(4)      $277,700        $1,800   Audit Related Fees(2) Audit Related Fees(2) Audit Related Fees(2)    $ 4,329,363      $ 1,579,734   Tax Fees Tax Fees Tax Fees Tax Fees    $ -      $ -   All Other Fees(3) All Other Fees(3) All Other Fees(3) All Other Fees(3)    $ 23,015      $ 1,895   TOTAL      $5,954,838        $4,406,280   TOTAL TOTAL TOTAL    $ 7,627,378      $ 4,791,629     (1) Audit Fees include fees incurred for the audit of the Company’s annual statements, review of financial statements included in the Company’s quarterly reports on Form10-Q, and services that arewere normally provided by PricewaterhouseCoopersDeloitte & Touche LLP in connection with statutory and regulatory filings or engagements. (2) Audit Related Fees include fees incurred for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements but are not otherwise included as Audit Fees. Audit Related Fees for the year ended December 31, 20172023, and December 31, 2022 were primarily for certain carve-out audits, accounting consultations.consultations, comfort letter procedures, and other assurance services. Audit related fees increased in 2023 due to the services provided in connection with audits of the spin-off of Fortrea. (3) Tax Fees for the years ended December 31, 2017 and December 31, 2016 were related to general tax consulting, tax compliance, including expatriate tax services and preparation of tax returns, tax planning insights, transfer pricing documentation assistance and tax advice. The 2017 fees related to tax planning in conjunction with the acquisition of Chiltern. (4) All Other Fees are fees incurred for any services not included in the other categories of fees. All Other Fees consisted of accounting research software and other services.facilitation of a subsidiary board meeting. Proxy Statement LabCorpLabcorp is providing you with these proxy materials in connection with its 20182024 Annual Meeting of Shareholders (the “Annual (the “2024 Annual Meeting”). The Notice of Internet Availability of Proxy Materials (the “Notice”), this Proxy Statement and LabCorp’s 2017 annual report on Form10-K (the “2017the 2023 Annual Report”)Report were first mailed to shareholders of record on or about March 30, 2018.April 4, 2024. As used in this Proxy Statement, “LabCorp,“Labcorp,” the “Company” and “we” may refer to Laboratory Corporation of America Holdings itself, one or more of its subsidiaries, or Laboratory Corporation of America Holdings and its consolidated subsidiaries, as applicable.   4 LABORATORY CORPORATION OF AMERICA HOLDINGS  •  2018 Proxy Statement 2024 PROXY STATEMENT    9 GENERAL INFORMATION 2018 General Information 2024 Annual Meeting of Shareholders LabCorp’s 2018Labcorp’s 2024 Annual Meeting is scheduled to occur on Thursday,Tuesday, May 10, 201814, 2024, at 9:00 a.m., Eastern Daylight Time. The 2024 Annual Meeting will be a virtual meeting and will be webcast live at LH.onlineshareholdermeeting.com.www.virtualshareholdermeeting.com/LH2024. We believe that conducting the 20182024 Annual Meeting as a virtual meeting will encourage higher levels of shareholder participation, while also helping us reduceto limit the financial and environmental costs associated with the 20182024 Annual Meeting. Shareholders at the virtual-only meeting will have the same rights as at an in-person meeting, including the rights to vote and ask questions through the virtual meeting platform. All owners of LabCorp’sLabcorp’s common stock, par value $0.10 per share (the “Common Stock”), on March 23, 2018,20, 2024, the record date (the “Record Date”), are eligible to receive notice of, and to vote electronically at, the 20182024 Annual Meeting over the Internet by using the16-digit control number included in the Notice, proxy card, or the voting instructions that accompanied these proxy materials. Representatives of PricewaterhouseCoopersDeloitte & Touche LLP, independent auditor for LabCorpLabcorp for the yearsyear ending December 31, 2016 and December 31, 2017,2023, will be present at the 20182024 Annual Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions. The virtual meeting platform is fully supported across browsers (Microsoft Edge, Firefox, Google Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong internet or WiFi connection wherever they intend to participate in the 2024 Annual Meeting. Participants should also give themselves plenty of time to dial-in to the conference call or log in and ensure that they can hear audio prior to the start of the 2024 Annual Meeting. If you encounter any technical difficulties with the virtual meeting platform on the meeting day, please call 1-855-449-0991 (Toll Free) or 1-720-378-5962 (International Toll) or email to investor@Labcorp.com. Technical support will be available starting at 8:30 a.m. EDT on May 14, 2024. If you wish to submit a question, or make a comment during the meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/LH2024, type your question into the “Ask a Question” field, and click “Submit” or send your question or comment via email to investor@Labcorp.com. Any emailed questions or comments will need to include your 16-digit control number in order to be addressed at the meeting. Questions and comments submitted via the virtual meeting platform that are pertinent to meeting matters will be addressed during the meeting. It has been Labcorp’s policy to address all pertinent questions and comments during the meeting and, historically, management has been successful in doing so. In the unlikely event that the volume of questions increases to the point that time constraints prohibit Labcorp from answering all questions, the remaining pertinent questions will be answered on our Investor Relations site. Consistent with Labcorp’s approach when the annual meetings were held in person, questions or comments that are not related to the proposals under discussion, are about personal concerns not shared by shareholders generally, or use blatantly offensive language may be ruled out of order. Labcorp will, however, respond to questions or comments that are not related to the proposals under discussion or are about personal concerns not shared by shareholders generally via email after the meeting. A webcast of the 2024 Annual Meeting will be archived and accessible through December 31, 2024. Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting Toto Be Held on May 10, 201814, 2024 Pursuant to the “notice and access” rules adopted by the Securities and Exchange Commission (the “SEC”), LabCorpLabcorp has elected to provide access to its proxy materials and the 20172023 Annual Report over the Internet and sent the Notice to shareholders of record as of the Record Date on or about March 30, 2018.20, 2024. The Notice is not a form for voting and presents only an overview of the more complete proxy materials, which contain important information about the 20182024 Annual Meeting. All shareholders may access the proxy materials on the website referred to in the Notice (www.proxyvote.com) and we encourage shareholders to do so prior to submitting their votes. Shareholders may request to receive a printed set of the proxy materials by following the instructions provided in the Notice. 10    LABORATORY CORPORATION OF AMERICA HOLDINGS GENERAL INFORMATION Shareholders may also request to receive future proxy materials in printed form by mail or electronically bye-mail on an ongoing basis by following the instructions on your proxy card or at www.proxyvote.com. Choosing to receive proxy materials bye-mail will save LabCorpLabcorp the cost of printing and mailing documents and will reduce the impact of LabCorp’sLabcorp’s annual meetings on the environment. If you choose to receive future proxy materials bye-mail, you will receive ane-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials bye-mail will remain in effect until you terminate it. Matters Subject to a Vote of the Shareholders Current Proposals The following matters are subject to a vote of the shareholders at the 20182024 Annual Meeting:   Election of directors from among the nominees described in this Proxy Statement (see page 19); • Election of directors from among the nominees described in this Proxy Statement (see page 33);   Approval, on anon-binding advisory basis, of compensation for LabCorp’s executives (see page 58); and • Approval, on a non-binding advisory basis, of the compensation of our named executive officers (see page 87); Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2018 (see page 60). • Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024 (see page 89); and • Three shareholder proposals described in this Proxy Statement, if properly presented (see page 92).     Board Recommendations The Board of Directors of the Company (the “Board”) unanimously recommends that shareholders vote as follows:   “FOR” the election of each of the nominees for director; • “FOR” the election of each of the nominees for director;   “FOR” the approval, on anon-binding advisory basis, of the compensation for LabCorp’s executives; and, • “FOR” the approval, on a non-binding advisory basis, of the compensation of our named executive officers; and • “FOR” the ratification of the appointment of Deloitte & Touche LLP as our Company’s independent registered public accounting firm for the year ending December 31, 2024. “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2018. • “AGAINST” the shareholder proposal regarding shareholder opportunity to vote on excessive golden parachutes; • “AGAINST” the shareholder proposal regarding a report on transport of nonhuman primates within the U.S.; and • “AGAINST” the shareholder proposal regarding a report on risks of fulfilling information requests.     LABORATORY CORPORATION OF AMERICA HOLDINGS  •  2018 Proxy Statement 5 GENERAL INFORMATION Other Business The Board does not intend to bring any other business before the 20182024 Annual Meeting and is not aware of any other matters to be brought before the meeting. See the section “Other Matters” on page 65103 for information about presenting proposals for the 20192024 Annual Meeting. Please also see the section “Identification and Evaluation of Director Candidates” on page 1123 for information about shareholder nominations to the Board. Voting Procedures and Solicitation of Proxies Quorum and Voting Requirements The Board is soliciting your vote at the 20182024 Annual Meeting or at any later meeting should the scheduled annual meeting be adjourned or postponed for any reason. By using a proxy, which authorizes specific people to vote on your behalf, your shares can be voted whether or not you attend the 20182024 Annual Meeting. At least a majority of the total number of shares of Common Stock issued and outstanding and entitled to vote on the Record Date must be present in person or by proxy at the 20182024 Annual Meeting for a quorum to be established. At the close of business on the Record Date, there were 102,001,29284,125,885 shares of Common Stock issued and outstanding. Each share of Common Stock is entitled to one vote onfor each of the director nominees and one vote onfor each other matter that is properly presented at the 20182024 Annual Meeting. In accordance with LabCorp’sLabcorp’s Amended and RestatedBy-Laws (the“By-Laws”), director nominees in an uncontested election must receive a majority of the votes cast to be elected, which under theBy-Laws means that the number of shares voted “FOR” a director must exceed 50 percent50% of the votes cast with respect to that director. The Board has adopted a policy under which a director who does not receive the required vote for election as provided in theBy-Laws will submit his or hertheir resignation for consideration by the Board. The affirmative vote of a majority of shares of Common Stock represented at the 2024 Annual Meeting and entitled to vote is required for approval of the other proposals noted above. While the vote to approve the compensation of our named executive officers is advisory in nature and non-binding, the Board will review the voting results and expects to take them into consideration when making future decisions regarding executive compensation. Abstentions will have no effect on the election of the directors, but will have the same effect as a vote against the other proposals scheduled for the 20182024 Annual Meeting. Voting by Record Holders If your name is registered in LabCorp’s shareholder records as the owner of shares, there are four ways that you can vote your shares:2024 PROXY STATEMENT    11 • Over the Internet. Vote at www.proxyvote.com. The Internet voting system is available 24 hours a day until 11:59 p.m. Eastern Daylight Time on Wednesday, May 9, 2018. Once you enter the Internet voting system, you can record, confirm and change your voting instructions. GENERAL INFORMATION   •  Voting by Record Holders  If your name is registered in Labcorp’s shareholder records as the owner of shares, there are four ways that you can vote your shares:  You can cast your votes by any of the following methods:   By telephone. Call1-800-690-6903. The telephone voting system is available 24 hours a day in the United States until 11:59 p.m. Eastern Daylight Time on Wednesday, May 9, 2018. Once you enter the telephone voting system, a series of prompts will tell you how to record, confirm MAIL Complete, sign, and changereturn your voting instructions. • By mail. Mark your voting instructions on the proxy card (if you requested or received one), sign and datevoting instruction card so that it and return it in the prepaid envelope provided. For your mailed proxy card to be counted, it must beis received before the polls close aton Tuesday, May 14, 2024. Sign your name exactly as it appears on the 2018 Annual Meeting on Thursday, May 10, 2018. proxy card.   •   By participating in INTERNET (www.proxyvote.com) until 11:59 p.m., Eastern Daylight Time on Monday, May 13, 2024 TELEPHONE (1-800-690-6903) until 11:59 p.m., Eastern Daylight Time on Monday, May 13, 2024 At the Annual Meeting. ParticipateMeeting You may participate in the virtual 2018 Annual Meeting by visiting LH.onlineshareholdermeeting.com and listening to the live webcast and vote your shares electronicallylive over the Internet during the 2018 Annual Meeting. You may vote online during the 20182024 Annual Meeting whetherby following the instructions posted at www.virtualshareholdermeeting.com/LH2024. Even if you are a shareholder of recordplan to attend the virtual Annual meeting, we recommend that you also submit your proxy card or holdvote by telephone or via the Internet by the applicable deadline so that your shares through a bank, broker or other custodian (referredvote will be counted if you later decide not to as shares held in “street name”).attend the meeting. You may change your vote or revoke a proxy at any time prior to the 20182024 Annual Meeting by:   Entering new instructions on either the telephone or Internet voting system before 11:59 p.m. Eastern Daylight Time on Wednesday, May 9, 2018. Sending a new proxy card with a later date than the previously submitted proxy card. The new proxy card must be received before the polls close at the 2018 Annual Meeting on Thursday, May 10, 2018. Writing to LabCorp at 358 South Main Street, Burlington, North Carolina 27215, Attention: F. Samuel Eberts III, Secretary. Your letter should contain the name in which your shares are registered, the date of the proxy you wish to revoke or change, your new voting instructions, if applicable, and your signature. Your letter must be received before the 2018 Annual Meeting begins on Thursday, May 10, 2018. • Entering new instructions on either the telephone or Internet voting system before 11:59 p.m. Eastern Daylight Time on Monday, May 13, 2024;   6•   LABORATORY CORPORATION OF AMERICA HOLDINGS  •  2018 Proxy StatementSending a new proxy card with a later date than the previously submitted proxy card. The new proxy card must be received before the polls close at the 2024 Annual Meeting on Tuesday, May 14, 2024; or GENERAL INFORMATION • Writing to Labcorp at 358 South Main Street, Burlington, North Carolina 27215, Attention: Sandra D. van der Vaart, Secretary. Your letter should contain the name in which your shares are registered, the date of the proxy you wish to revoke or change, your new voting instructions, if applicable, and your signature. Your letter must be received before the polls close at the 2024 Annual Meeting on Tuesday, May 14, 2024.   All proxies duly executed and received by LabCorpLabcorp will be voted in accordance with the instructions provided by the person executing the proxy or, in the absence of any instruction, will be voted in accordance with the Board’s recommendations on each proposal. Proxies will have the discretion to vote on any other matters that come before the 20182024 Annual Meeting that are not otherwise specified in the Notice. Voting by Holders in Street Name If you hold shares through a bank, broker, or other custodian (referred to as shares held in “street name”), the custodian will provide you with a copy of the Proxy Statement and a voting instruction form. Brokers and other holders of record have discretionary authority to vote shares without instructions from beneficial owners only on matters considered “routine” by the New York Stock Exchange (the “NYSE”), such as the advisory vote on the selection of the independent auditors. Onnon-routine matters, such as the election of directors, these banks, brokers, and other holders of record do not have discretion to vote uninstructed shares and thus are not “entitled to vote” on such proposals, resulting in a brokernon-vote for those shares. We encourage you to provide voting instructions so that your shares can be counted in the election of directors and the other matters to be considered at the 20182024 Annual Meeting. Even if your shares are held in street name, you may participate in the virtual 20182024 Annual Meeting and vote your shares during the meeting by visiting LH.onlineshareholdermeeting.com,www.virtualshareholdermeeting.com/LH2024, listening to the live webcast and casting your vote online. See “2024 Annual Meeting of Shareholders” above for information about participating in the 2024 Annual Meeting. 12    LABORATORY CORPORATION OF AMERICA HOLDINGS GENERAL INFORMATION Proxy Expenses LabCorpLabcorp will bear the expenses to prepare proxy materials and to solicit proxies for the 20182024 Annual Meeting. LabCorpLabcorp expects to reimburse banks, brokers, and other persons for their reasonable,out-of-pocket expenses in handling proxy materials for beneficial owners LabCorpowners. Labcorp has also retained Morrow Sodali LLC for solicitation of holders of record as well asnon-objecting beneficial owners. LabCorpLabcorp paid Morrow Sodali LLC a fee of approximately $9,000$11,000 for these services, plus reimbursement of expenses. These solicitations may be made personally or by mail, facsimile, telephone, messenger, email or otherwise. Results of the 20182024 Annual Meeting The voting results of the 20182024 Annual Meeting will be disclosed no later than four business days after the 20182024 Annual Meeting in a Current Report on Form8-K filed with the SEC.   LABORATORY CORPORATION OF AMERICA HOLDINGS  •  2018 Proxy Statement 7 2024 PROXY STATEMENT    13 CORPORATE GOVERNANCE Corporate Governance We have a long-standing commitment to strong corporate governance practices. These practices provide an important framework within which our Board and management pursue the strategic objectives of LabCorpLabcorp and ensureprovide for the Company’s long-term vitalitysuccess for the benefit of our shareholders. Shareholder EngagementLabcorp is also committed to social and environmental issues. Our commitment to these issues stems from our belief that the measure of a company is not just how well it does, but how it goes about its business, how its people and customers feel about it, and the mark it leaves on society. We believe that investments in our people and our communities are another manifestation of our fundamental mission of improving health and improving lives. Labcorp’s ESG Committee assists our CEO and the Executive Committee in setting our overarching ESG strategy and considers and recommends policies, best practices, and the communication of these policies and practices to align with this strategy. ESG subcommittees have been appointed to engage subject matter experts across the organization and to drive improvement, innovation, and engagement across the enterprise. The Co-Chairs of the ESG Committee regularly report to the Executive Committee and the Board on ESG matters to provide alignment, consistency, and efficiency on oversight and implementation of ESG matters. Inclusion, Diversity, and Belonging (“ID&B”) We have a diverse workforce with a broad range of unique experiences and talents. Labcorp believes that the diversity of its employees and inclusive programs contribute to a healthy, productive, and respectful work environment. Our strategy reflects our belief that our diverse talent is core to our ability to meet customer needs. Every person has a critical role in delivering on our mission. We strive for an inclusive and diverse culture at Labcorp, and we have been recognized externally for our efforts over the years. In 2023, Labcorp was named to Newsweek magazine’s list of America’s Best Workplaces for Diversity, America’s Most Responsible Companies, and America’s Greatest Workplaces for Parents & Families. Labcorp was also named as a Top 100 Employer of Choice in 2023 by the American Opportunity Index, designated a Military Friendly Employer by Military Friendly®, and recognized by Disability:IN as one of the Best Places to Work for Disability Inclusion. This was the first year Labcorp also received the awards in China from sHero x PageGroup for Best Employers for Women and DE&I Best Practices. In 2017,2023, we were also named on TIME magazine’s list of World’s Best Companies, Forbes list of America’s Best Large Employers, and FORTUNE® magazine’s list of America’s Most Innovative Companies. Our Chief Inclusion, Diversity, and Belonging Officer reports dually to the CEO and the Chief Human Resources Officer. The Chief Inclusion, Diversity, and Belonging Officer also attends meetings of, and makes regular reports to, the CHC Committee. The CHC Committee oversees our strategic framework to advance our ID&B initiatives. Our three priorities are: (i) empowering inclusive leadership; (ii) building and sustaining a diverse talent pipeline; and (iii) creating an environment for engagement across Labcorp and in our communities. Our ID&B strategy is designed as a continuing journey to evolve our workforce to be more inclusive as the dynamics of the global workforce changes. To this end, in 2023, the Company continued to implement actions based on our ID&B pillars of focus intended to foster a more inclusive environment and strengthen our culture, some of which included: • Focusing on leadership commitment, including providing quarterly diversity data to our senior leaders, review of and update to ID&B plans with our executive committee members for their organizations, and engaging with our ID&B advisory committee of global leaders who provide advice and advocacy; • Continuing leadership development training, and required Global Anti-Harassment training for all employees; and • Celebration of different cultures, constituencies, and observances throughout the year, and encouragement to all employees to participate in Global Diversity Awareness Month by volunteering in their local communities. Our employees also have continued to engage through our expanding array of ERGs, another avenue through which we strive to support inclusiveness and diversity. ERGs are led by employee volunteers and are important resources to foster cross-company connections, 14    LABORATORY CORPORATION OF AMERICA HOLDINGS CORPORATE GOVERNANCE encourage belonging, support career development, and champion employee voices. The Company now has eight unique ERGs with approximately 100 chapters globally. Each ERG has executive sponsorship from senior leadership and is open to all employees. Our ERGs are: • ASCEND, which provides opportunities for meaningful development of future leaders and building an inclusive community; • ASPIRE, which aims to foster inclusiveness and connectedness among Asian and Pacific Islander employees and allies; • EnABLE, or Empowering Abilities Beyond Labels for Everyone, which works to support a disability friendly culture and promote awareness in the workplace; • HUMANOS, which advocates recognition of Latin and Hispanic diversity, presence, value, and leadership; • The Pride Network, which aims to increase the visibility of our LGBTQ+ employees, create connections with allies, and inspire employees to bring their whole selves to work every day; • PULSE, or Promoting Unity through Legacy, Support, and the Empowerment of Black employees, which promotes an inclusive network that supports the retention, development, career mobility, and wellness of Black employees; • VERG, or Veteran Employee Resource Group, supporting employees who have served or are currently serving in the military; and • WEN, or Women’s Empowerment Network, with a shared mission of promoting career development, mentorship, and collaboration. Our commitment to ID&B, and ESG initiatives more broadly, also extends to our relationships with suppliers and third-party partners. We conduct vendor risk assessment processes to assess compliance with laws, including data privacy and security, and commitments to human rights. In addition to our focus on maintaining and promoting fundamental human rights in our operations and throughout our supply chain, as discussed in the section “Human Rights” below, we support diverse business vendors, suppliers, and contractors, and Labcorp has an active small business purchasing program. Labcorp conducted business with approximately 1,200 suppliers that are small enterprises owned by minorities, women, veterans, disabled individuals, or the economically disadvantaged in 2023. Community As a company on a mission to improve health and improve lives around the globe, we are proud to be able to serve individuals beyond the scope of a healthcare setting. Labcorp, its employees, and The Labcorp Charitable Foundation collaborate to support non-profit organizations around the globe that are removing barriers and improving access to care. The Labcorp Charitable Foundation, a private, charitable 501(c)(3) organization established by Labcorp, invested in approximately 140 programs in 2023 that align with the Company’s strategic mission to improve health and improve lives in the areas of health, education, and community. Labcorp, its employees, and The Labcorp Charitable Foundation collectively supported efforts around the globe through the annual Employee Giving Campaign and Cards of Encouragement Campaign. Employee donations made through the Employee Giving Campaign were eligible for a match from The Labcorp Charitable Foundation and supported the work of the American Cancer Society, American Diabetes Association, American Heart Association, American Red Cross Disaster Relief, the National Urban League, Project HOPE, and United Way. Additionally, in honor of the life and legacy of Dr. Martin Luther King Jr., colleagues participated in “Cards of Encouragement,” an initiative to lift the spirits of hospitalized children and their families. Since 2022, with the help of Cards for Hospitalized Kids, close to 11,000 cards were distributed to over 50 children’s hospitals and Ronald McDonald Houses to benefit children receiving treatment and their families. Additionally, The Labcorp Charitable Foundation made financial donations to qualifying locations, designated to patient assistance programs to benefit patients in need. Global colleagues also supported the local communities where they live and work. For example, in Geneva, Switzerland, colleagues continued their collective support of the Association Romande des Familles d’Enfants atteints d’un Cancer (ARFEC), an organization that supports families of kids with cancer. Efforts included a toy collection for hospitalized children, a fundraiser benefiting families of children with cancer, and a financial donation by the Company. Colleagues also supported additional agencies through meal distribution to disadvantaged people, a school supply collection, and a food drive to benefit a local food bank. Dynacare, a Labcorp company based in Canada, teamed up with Diabetes Canada for the #Dyncare4Diabetes campaign to raise awareness of the risk factors of diabetes and provide accessible and free testing for individuals most at risk. In 2023, we expanded employee engagement programs to provide a streamlined, automated process for colleagues around the globe to submit volunteer service and matching gift requests. The revised programs, called Double Your Donation and Dollars for Doers, also expanded eligibility guidelines, allowing for an increased impact for qualifying charities. The Double Your Donation program offers a 1:1 match by The Labcorp Charitable Foundation for Labcorp employee donations to qualifying non-profit organizations. The Dollars for Doers program encourages Labcorp employees to support their communities through volunteer service by offering a monetary donation from The Labcorp Charitable Foundation in recognition of their volunteer or board service to eligible non-profit organizations. 2024 PROXY STATEMENT    15 CORPORATE GOVERNANCE In 2023, we launched Access for All, a company-wide initiative designed to streamline focus areas and volunteer efforts for employee groups implementing our global commitment to corporate social responsibility through volunteerism. The Access for All motto reflects the collective efforts that Labcorp, our employees, and The Labcorp Charitable Foundation put forth in improving access for all in the areas of health, education, and community. In conjunction with the launch of Access for All, we initiated a contest, Team Up for Healthy Communities, to encourage employee groups to engage in volunteer efforts benefiting their local community. The contest ran for a three-month period and The Labcorp Charitable Foundation made a financial contribution to the selected non-profit of each winning team. Additionally, a contribution was made to Project Hope on behalf of each employee group that participated in the contest. Environmental We seek to take actions that will preserve the environment and evolve our operations in increasingly sustainable ways and support our commitment to improving health and lives across our global communities. We received approval in 2023 of our Science Based Targets (“SBTs”) for combined Scope 1 and 2 emissions and Scope 3 emissions from the Science Based Targets initiative. We also continued to assess and act on opportunities within our operations and activities linked to our sustainability drivers, and made notable progress toward our near-term environmental and sustainability targets. For example, since 2022, we have decreased our Scope 2 (market-based) emissions per million dollars of revenue by 8%, increased our total renewable electricity and credits by 7%, and reduced our total energy consumption per million dollars of revenue by 5%. Moreover, versus our 2021 baseline, we have improved the fuel efficiency of our U.S. vehicle fleet by 5.4% and, versus our 2020 baseline, we have increased waste reclaimed by 22%. (To more accurately reflect our operations following the spin-off of Fortrea, our energy, waste, and water data has been re-baselined.) We also continue to participate in the EcoVadis and CDP environmental sustainability ratings. In 2023, we received a Bronze Rating from EcoVadis, improving our score from 48 to 52. For CDP Climate Change, we maintained our “B” rating and improved our Supplier Engagement Rating to an “A-”. We have used the knowledge gained from our CDP and EcoVadis participation to refine our carbon and energy reduction strategy. For more information on our environmental and sustainability goals, performance, and achievements, please visit the “Our Impact” section of our website at https://www.labcorp.com/about/our-impact/sustainability. Information on our website is not incorporated by reference herein and is not a part of this Proxy Statement. Our Board has delegated the oversight of our environmental risks and initiatives to our Quality and Compliance Committee. Human Rights We recognize the importance of maintaining and promoting fundamental human rights in our operations and throughout our supply chain, and we operate under principles and guidance derived from the United Nations, the International Labor Organization, and the Organization for Economic Cooperation and Development. Our Quality and Compliance Committee and CHC Committee have oversight over these risks and report regularly to the Board. The Company operates under policies and programs that (i) promote fair and equitable wages, benefits and other conditions of employment in accordance with local laws; (ii) recognize employees’ right to freedom of association; (iii) provide humane and safe working conditions; (iv) support a work environment that is free from human and sexual trafficking, forced and bonded labor, and unlawful child labor; (v) promote a workplace free of discrimination and harassment; and (vi) address the human rights and environmental issues connected with the mining and trading of conflict minerals. Environmental and Social Reporting We publish a Corporate Responsibility Report, which highlights our commitment to environmental and social responsibility, including our progress against our 2025 environmental sustainability goals. A copy of our current Corporate Responsibility Report can be found under the Corporate Governance section of the Investors page on our website. Nothing on our website, including our Corporate Responsibility Report, shall be deemed incorporated by reference into this Proxy Statement. Shareholder Engagement In 2023, we continued our active shareholder engagement program, which included participation by both management and members of our Board. In additionprogram. Our outreach to our ongoing engagement with shareholders regardingextends beyond operational results and business strategy,strategy; we have continued our practice of shareholder engagementalso engage in outreach efforts to specifically discuss corporate governance, executive compensation, ESG, and other matters important to our shareholders. In 2017,2023, we engaged with shareholders that represented more than 75 percent80% of the Company’s outstanding shares, including over 300 one-on-one meetings and calls, to review and receive feedbackinput on our corporate governance practices and executive compensation program, our performance, the planned spin-off of Fortrea, our differentiated and innovative solutions, our social and environmental initiatives and policies, our progress in executing on our strategic priorities as a leading global life sciences company. Feedbackcompany, and our enterprise risk management. 16    LABORATORY CORPORATION OF AMERICA HOLDINGS CORPORATE GOVERNANCE We value the input received from our shareholder engagement program is reviewedprogram. After reviewing the shareholder feedback with management, and the Board. The Board uses this feedbackinput as it considers long-term business strategy, executive compensation, corporate governance, and other emerging areas of shareholder concern. Board StructureWe also consider the outcome of our annual say-on-pay votes when making executive compensation decisions. See “Proposal Two” below for this year’s “say-on-pay” proposal. Last year, approximately 92% of the shareholders’ votes represented at the 2023 Annual Meeting of Shareholders and Independence We haveentitled to vote on this proposal voted in favor of the proposal. The CHC Committee believes that this approval by a strong governance structure to ensure Board oversight and accountability tosubstantial majority of our shareholders including:demonstrates strong support for our approach to executive compensation and, as a result, the CHC Committee continues to evaluate executive compensation using the same clear principles of performance-based compensation. Shareholder Engagement in 2023 TYPES OF OUTREACH KEY AREAS OF SHAREHOLDER INTEREST •  Healthcare and Investor Conferences and Other Presentations •  Virtual one-on-one meetings and calls •  Earnings and financial performance •  Spin-off of Fortrea •  Compensation practices, specifically pay-for-performance, and alignment with strategy •  Board composition and succession planning •  Board focus on meaningful ESG policies, practices, and disclosures, including environmental impact, compliance, data privacy and security, inclusion, diversity and belonging •  Enterprise risk management, including cybersecurity and third-party risk management •  Human capital management, including holistic succession planning, recruitment, retention, and inclusion, diversity, and belonging training and development As a result of our shareholder engagement we took action that demonstrates our strong commitment to corporate governance:   a Lead Independent Director with a clearly defined role and clearly defined responsibilities; • ESG Committee. In 2023, the ESG Committee, along with enterprise risk management leadership, continued to oversee significant ESG issues that reflect our most significant economic, environmental, and social impacts, including further implementation and development of strategies, plans, and tracking in response to the ESG Materiality Assessment that was conducted in 2021.   100 percent committee independence; • Continued Focus on Inclusion, Diversity, and Belonging. The Company has a strategic framework, with three overarching pillars of focus: empowering inclusive leadership; developing and sustaining a diverse talent pipeline; and creating an environment for engagement across the Company and in its communities. The Company expanded its inclusion, diversity, and belonging efforts in 2023 including, for example, through (i) a continuation of training, leadership development, and mentoring programs; (ii) celebration of different cultures, constituencies, and observances throughout the year; and (iii) global participation in our ERGs, which continues to grow, with approximately 100 local ERG chapters and growing.   an annual self-assessment of performance and effectiveness conducted by the Board and each committee; • Prioritizing Business Diversity. We continue to make a conscious effort to support small, diverse businesses. The Company conducted business with approximately 1,200 suppliers that are small enterprises owned by minorities, women, veterans, disabled individuals or the economically disadvantaged in 2023. The Company also considers diversity when engaging third-party partners, including professional service providers.   • Commitment to the Environment. Throughout 2023, we continued our focus on sustainability, and our efforts included our ongoing work towards our enterprise-wide carbon and annual elections of all directors; energy reduction goals, including SBTi approval of our scopes 1, 2, and 3 emissions targets.   majority voting for election of directors; • Commitment to our Communities. In 2023, supporting the communities in which we live and work remained a top focus. Labcorp enhanced its social responsibility impact with the launch of Access for All. This initiative unified focus areas and streamlined volunteer efforts across employee groups to foster a collective commitment in improving access to health, education, and community. Access for All embodies Labcorp’s collaborative spirit with its employees and The Labcorp Charitable Foundation to break down barriers and empower communities around the globe to support equitable access for all. As part of our commitment to providing Access for All in global communities, we expanded our support of Project HOPE, a nonprofit organization dedicated to providing healthcare and emergency services to people around the world and empowering emergency responders on the ground to positively impact communities during times of crisis.   “proxy access” for shareholders’ director nominations; and no shareholder rights or “poison pill” plans. • Continued Focus on Cybersecurity. We continue to focus on risk-based decision-making and expanded programs designed to assess and address security and data privacy risks of our valued suppliers, outsourced services providers, and other business partners. We also increased data monitoring and protection, including in light of existing and increased risks related to the number of employees that continue to work remotely, risks associated with geopolitical events, and other events beyond the Company’s control, with innovative technology including advanced analytics, artificial intelligence, and machine learning, with the goal of reducing the time to detect, contain, and remediate cyberattacks.     Board Composition2024 PROXY STATEMENT    17 The cornerstone of our governance philosophy is an independent and qualified board of directors. All directors are elected annually by a majority of votes cast by shareholders. All Board committees are composed entirely of independent directors. LabCorp’sBy-Laws provide for a Board of no fewer than one and no more than fifteen directors and our Corporate Governance Guidelines provide for a Board size ranging from no fewer than nine directors and no more than fifteen directors. There are currently ten members of the Board, and each member is standing for reelection at the 2018 Annual Meeting. For more details about the nominees for directors and their biographies, please see “Proposal One: Election of Directors” (page 19).CORPORATE GOVERNANCE   Board Structure and Independence 8Governance Highlights Highly Independent and Diverse Board   LABORATORY CORPORATION OF AMERICA HOLDINGS   •  2018   Nine of our ten director nominees are independent •  All Board committees are 100% independent •  Six of our director nominees, representing two-thirds of our independent director nominees, are diverse (i.e., female or ethnic/racial minorities) •  Directors bring a wide array of qualifications, skills, backgrounds, and attributes to our Board; see “Evaluation of Director Candidates” on page 23 Active Board Refreshments •  Six of our independent director nominees, representing two-thirds of the independent director nominees, joined the Board within the last 10 years •  New Lead Independent Director in 2023 •  New Chair of the CHC Committee in 2023 •  New Chair of the Nominating and Corporate Governance Committee in 2023 •  Balanced mix of short- and long-tenured non-executive directors; average tenure of 8 years for our director nominees •  Director nominees of varying ages from 48 to 69, providing a mix of perspectives •  Annual review of the appropriate skills and characteristics required of the Board in the context of the Company’s current business needs and strategic priorities to ensure a diverse and robust range of necessary skill sets Strong Lead Independent Director •  Active Lead Independent Director with a clearly defined role and responsibilities Frequent Executive Sessions •  Independent directors meet regularly without management, led by our Lead Independent Director •  Six executive sessions held in 2023 Accountability and Engagement •  Annual election of directors using majority vote standard (no staggered board); plurality standard for contested elections •  Active shareholder engagement, with regular shareholder outreach on issues including Company performance, executive compensation, and ESG policies and practices •  Annual self-assessment of performance and effectiveness conducted by the Board and each Committee •  2023 outreach to shareholders representing over 80% of voting shares, including over 300 meetings and discussions, including discussions with our largest institutional holders Proxy StatementAccess •  Proxy access allows eligible shareholders to submit nominees to be included in the Company’s proxy statement Shareholder Rights •  Shareholders can act by written consent between meetings •  Shareholders owning 10% of our common stock can call a special meeting of our shareholders in accordance with our By-Laws Equity Ownership Guidelines •  6x annual base salary for the CEO •  3x annual base salary for all Executive Vice Presidents •  A value of 5x annual director retainer for independent directors Succession Planning •  The CHC Committee has primary responsibility for CEO and key executive succession planning •  Succession and executive development are discussed with the CEO, as well as without the CEO present in executive sessions Director Orientation and Development •  Orientation and training programs for new directors on topics that include strategic plans, financial statements, governance, and key policies and practices •  Continuing education and ongoing training for directors Risk Management Oversight •  Board has principal responsibility for oversight of our risk management process, including data security, privacy, and ESG matters •  The Audit, CHC, Quality and Compliance, and Nominating and Corporate Governance Committees each are responsible for certain significant functional areas of risk management as outlined under “Board’s Role in Risk Management” (page 21) 18    LABORATORY CORPORATION OF AMERICA HOLDINGS CORPORATE GOVERNANCE   The Board Composition The cornerstone of our governance philosophy is an independent and highly qualified Board. All directors are elected annually by a majority of votes cast by shareholders. All Board committees are composed entirely of independent directors. Labcorp’s By-Laws and Corporate Governance Guidelines provide for a Board comprised of no fewer than one and no more than fifteen directors, and no fewer than eight and no more than fifteen directors, respectively. There are currently twelve members of the Board, and ten members are standing for election at the 2024 Annual Meeting. Our Corporate Governance Guidelines provide for a mandatory retirement age of 75, subject to limited exceptions. Accordingly, consistent with our Corporate Governance Guidelines, Mr. Bélingard and Dr. Williams are not standing for re-election at the 2024 Annual Meeting. For more details about the nominees for directors and their biographies, please see “Proposal One – Election of Directors” (page 33). The Board carefully evaluates each incoming director candidate based on selection criteria and overall priorities for Board composition, including the Board’s commitment to actively developing a diverse pool of individuals from which director nominees may be selected. The selection criteria and overall priorities for Board composition that are periodically reviewed by the Nominating and Corporate Governance Committee with input from the rest of the directors. As our directors’ commitments change, the Board revisits their situations to ensure that their service continues to be in the best interests of the Company and our shareholders. We believe that a range of tenure among Board members, coupled with input from the rest of the directors. As our directors’ commitments change, the Board revisits their situations to ensure that they can continue to serve the best interests of the Company and our shareholders. We believe that a range of tenure among Board members from a variety of backgrounds, ensures a balanced mix of longer tenured directors with deep perspectives on our business with fresh and diverse perspectives in the boardroom. Six of the ten non-employee director nominees joined the Board within the last ten years. It is the policy of the Board that any director who experiences a significant change in responsibilities in such director’s present job will tender their resignation to the Chairman of the Board for consideration by the Nominating and Corporate Governance Committee, which will recommend to the Board the action, if any, to be taken with respect to the resignation. In January 2023, Ms. Kliphouse announced her intention to retire from her then-current role of President of Google Cloud Americas, and in light of this anticipated change in principal employment, submitted an offer of resignation. Following a review and upon a recommendation of the Nominating and Corporate Governance Committee, the Board declined her offer of resignation. Ms. Kliphouse retired from her role as President of Google Cloud Americas in July 2023. The following charts provide information on the expected composition of the directors on our Board if the current nominees are elected at the 2024 Annual Meeting. DIRECTORS INDEPENDENT DIRECTOR DIVERSITY INDEPENDENT DIRECTOR TENURE INDEPENDENT DIRECTOR AGE 2024 PROXY STATEMENT    19 CORPORATE GOVERNANCE     Board Diversity Matrix (as of March 20, 2024) Board Size:                                             Total Number of Directors:        12                                  Gender Identity:    Female    Male    Non-Binary    Did Not Disclose Gender Directors        4        8                       Demographic Background:                                             African American or Black        1        1                       Alaskan Native or Native American                                             Asian                   1                       Hispanic or Latinx                                             Native Hawaiian or Pacific Islander                                             White        3        4                       Two or More Races or Ethnicities                                             LGBTQ+                                             Did Not Disclose Demographic Background                   2                       We expect high standards of ethical conduct from our directors and management as described in our Corporate Governance Guidelines and Code of Conduct and Ethics. Our governance principlesEthics, both of which are available under the Corporate Governance tabsection of the Investor RelationsInvestors page of our website at www.labcorp.com.www.Labcorp.com. We have included some highlights from these principles and a summary of key policies below. Board Independence The Board believes that a substantial majority of its members should be independent,non-employee directors. The Board has established guidelines for determining director independence that are consistent with the current listing standards of the New York Stock ExchangeNYSE (the “Listing Standards”). In addition, director affiliations and transactions are regularly reviewed to ensure that there are no conflicts or relationships that might impair a director’s independence from the Company, senior management, and our independent registered accounting firm, as defined in the Listing Standards. Other than Mr. King,Schechter, all of our current Board members and all of the nominees for director qualify as “independent” as defined in the Listing Standards. Board Leadership The ChairmanChair of the Board leads the Board and oversees Board meetings and the delivery of information necessary for the Board’s informed decision making. The ChairmanChair also serves as the principal liaison between the Board and our management. The Board determinesand the Board’s Nominating and Corporate Governance Committee routinely evaluates whether the roles of ChairmanChair and Chief Executive OfficerCEO should be separated or combined based on its judgment as to the structure that best serves the interests of the Company. TheCompany at the time. At this time, the Board believes that at this time, the positions of ChairmanChair and Chief Executive OfficerCEO should be held by the same person, as this combination has and continues to serve the Company well by providingprovides unified leadership and direction in the management of the Company, contributing to ancohesive, strong, and effective long-term vision and strategy, and delivering superior performance for our shareholders. This perspective also takes into account that the Company’s business is complex, with more than 67,000 people employed worldwide. Our CEO has a deep understanding of the Company’s complex and multifaceted business and global operations, and we therefore believe that he is best placed to raise critical issues that require Board attention and facilitate timely and unfiltered communication between the Board and management. Since 2009, the Board has also required that an Independent Directorindependent director serve as Lead Independent Director when (i) the Chief Executive OfficerCEO also serves as ChairmanChair; or (ii) the ChairmanChair otherwise is not an independent director. TheAccordingly, since 2009, the Board has appointed an active Lead Independent Director, among other tasks assigned inwith clearly defined roles and responsibilities that support independent oversight of management. In appointing the Company’s Corporate Governance Guidelines, presides at executive sessions ofLead Independent Director, the Board serves as a liaison betweencarefully considers the Chairmanskills and experience necessary to undertake the other directors, and advises the Chairman with respect to the schedule, agenda and information for Board meetings.role. The Board believes that appointing a Lead Independent Director provides an efficient and effective leadership model for the Company by fostering clear accountability, effective decision-making, robust risk oversight, alignment on corporate strategy between the Board and management and a cohesive public face for the Company’s independent Board members. Mr. Mittelstaedt currently LABORATORY CORPORATION OF AMERICA HOLDINGS  •  2018 Proxy Statement 9 CORPORATE GOVERNANCEIn May 2023, the Board amended the Company’s Corporate Governance Guidelines to provide for the election of the Lead Independent Director by the independent directors of the Board, rather than the full Board.   20    LABORATORY CORPORATION OF AMERICA HOLDINGS CORPORATE GOVERNANCE The Lead Independent Director, among other responsibilities as set forth in the Company’s Corporate Governance Guidelines, presides at executive sessions of the Board, serves as a liaison between the Chair and the other directors, provides feedback from executive sessions to the Chair, remains available, as appropriate, to communicate with the Company’s shareholders and other stakeholders, and advises the Chair with respect to consultants who report directly to the Board. Pursuant to the Company’s Corporate Governance Guidelines, the Lead Independent Director’s responsibilities also specifically include reviewing and approving meeting agendas, working with the Chair to facilitate timely and appropriate information flow to the Board, and reviewing and approving meeting schedules to assure that there is sufficient time for discussion of all agenda items. The Board believes that the Company’s Corporate Governance Guidelines further underscore the robust role of our Lead Independent Director in providing appropriate leadership to the independent directors of the Board and oversight of management. From June 2019 until June 2023, Mr. Neupert served as our Lead Independent Director. Effective June 5, 2023, our independent directors appointed Dr. Kong as our Lead Independent Director. In his role as the Lead Independent Director, a role he has held since 2009 with the unanimous support of the Board. Mr. MittelstaedtDr. Kong meets regularly with Mr. KingSchechter to review and approve Board agendas, operations, and strategic issues discussed with the Board and other matters relating to the Board’s oversight functions. The Dr. Kong also leads the Board holds executive sessions without Company management andnon-independent director participation. These sessions are generally held at each regularly scheduled meetingin its review of the BoardCompany’s enterprise risk management process and at each special meeting upon the requestcomprehensive assessment of a majoritykey risks to the Company. Dr. Kong also serves as the chair of the independentNominating and Corporate Governance Committee and, therefore, oversees the Committee’s role in the Board self-assessment process. This process fosters frank exchanges between directors attendingand helps guide suggested changes or additions to committee responsibilities and operations. In addition, the special meeting. The Company’s Corporate Governance Guidelines provide that the independent directors shall meet on a periodic basis, but no fewer than five times a year on the same day as the regularly scheduled Board meetings. Accordingly, the independent directors of the Board hold executive sessions without Company management. These sessions are generally held at each regularly scheduled meeting of the Board, and at each special meeting of the Board upon the request of a majority of the independent directors attending the special meeting. In 2017,2023, Mr. Mittelstaedt,Neupert, in his capacity as the Lead Independent Director, chaired fivethreemeetings, and Dr. Kong, in his capacity as Lead Independent Director, chaired three meetings of the independent andnon-employeedirectors to discuss strategy, executive compensation, succession planning, and other matters. Annual Board Self-AssessmentOversight of ESG The Board has principal responsibility for oversight of ESG topics, including environmental, social, human capital management, and governance, and delegates targeted oversight of specific areas of focus to its standing committees. For example, our CHC Committee oversees our human capital management risks, and regularly receives inclusion, diversity, and belonging updates at its meetings from our Chief Human Resources Officer and our Chief Inclusion, Diversity and Belonging Officer. Our Quality and Compliance Committee has oversight of our environmental sustainability and health and safety risks. Our Audit Committee is responsible for the review of the system and controls over reporting that the Company has in place to ensure the accuracy of key disclosures related to environmental, social, and governance matters. Our Nominating and Corporate Governance Committee has oversight of our governance risks. Each committee regularly reports to the full Board. Annual Self-Assessment As part of its commitment to strong governance, the Board conducts aan annual self-assessment of its performance and effectiveness on an annual basis.effectiveness. The purpose of the self-assessment is to determine whether the Board and its committees are functioning effectively and to improve the performance of the Board as a unit. The self-assessment process fosters frank exchanges between directors and helps guide suggested changes or additions to committee responsibilities and operations. As part of the assessment, each director completes detailed questionnaires (including a questionnairepeer evaluation and an evaluation of each committee on which the director is serving) developed by the Lead Independent Director.Director, and the Lead Independent Director then conducts individual interviews with each director. The Lead Independent Director then leads a discussion of the results of the questionnaire and interview process are discussed byannual self-assessment with the Nominating and Corporate Governance Committee and are then presented toseparately with the full Board for review and discussion.Board. In addition, each Board Committeecommittee conducts a similar self-assessment of its performance focused on the Committee’ssuch committee’s key responsibilities. Feedback from the Committees’committees’ self-assessments is reviewed in the applicable Committeecommittee and also presented to the full Board for review and discussion. These processes allow for each director to individually reflect on Board and committee effectiveness, as well as to discuss performance as a group, providing a meaningful tool to focus on individual and collective areas for improvement. As part of the self-assessment process and the process of considering non-employee directors for reappointment, the Nominating and Corporate Governance Committee also reviews each director’s commitments in accordance with the requirements of our Corporate Governance Guidelines, including related to limitations on serving on other public company boards, and confirms the commitment of each director. Board’s Role in Risk Management Enterprise Risk Management The Board believes that effective enterpriseoversees management’s establishment and maintenance of the Company’s risk management is an integral partprocesses and regularly receives direct reports from those responsible for the operations of Board and Committee deliberations throughout the year.Company. The Board annually reviews the Company’s enterprisedelegates certain significant functional areas of risk 2024 PROXY STATEMENT    21 CORPORATE GOVERNANCE management process and the comprehensive assessment of key financial, operational, information technology and security, and regulatory risks identified by management, as well as mitigating practices. In addition, the Board discusses risks related to the Company’s strategic plan, competitive activities, human capital management and technological developments. The Audit Committee regularly reviews the Company’s cybersecurity and other information technology risks, controls and procedures, including plans to mitigate cybersecurity risks and respond to data breaches. The Board receives regular reports directly from officers responsible for management of operations, financial reporting, legal and regulatory compliance, information technology and security (including cybersecurity) and medical and scientific standard of care.Board’s committees. Each Committeecommittee also conducts its own risk assessment and risk management activities throughout the year, some of which are highlighted in the “Board Committees and Their Functions” section below and reports its conclusions to the Board. The Board also encourages management to promote a corporate culture that integrates risk management into the Company’s corporate strategy andday-to-day business operations in a way that is consistent with the Company’s targeted risk profile. Through these processes, The Board annually reviews the Company’s enterprise risk management process and the comprehensive assessment of key financial, operational, information technology and security, medical and scientific standards of care, and regulatory risks and risks related to the Company’s strategic plan, competitive activities, human capital management, and technological developments, as well as mitigating factors. Cybersecurity Risk Management The Audit Committee regularly reviews the Company’s cybersecurity and other information technology risks, controls, and procedures, including the potential impact of such risks on the Company’s business, financial results, operations and reputation, and plans to mitigate cybersecurity risks and respond to cybersecurity incidents. The Audit Committee routinely receives reports at its regularly scheduled meetings from the Chief Information Risk Officer and the Chief Information and Technology Officer on, among other things, the Company’s cyber risks and threats, the status of projects to strengthen the Company’s information security systems, assessments of the Company’s security program, prior incidents, and the emerging cyber threat landscape. In addition, the Board oversees a system to identify, assessreceives briefings from the Chief Information Risk Officer and address material risks to the Company on a timely basis.Chief Information and Technology Officer at least annually. 22    LABORATORY CORPORATION OF AMERICA HOLDINGS CORPORATE GOVERNANCE Compensation Risk Assessment The CompensationCHC Committee regularly reviews the Company’s compensation policies and procedures to ensure that those practices are consistent with emerging best practices, are aligned with the shareholders’ interests, and support the Company’s objective to attract and retain skilled and talented employees. Throughout the year, management reviews compensation policies, practices, and changes in applicable regulations with the CompensationCHC Committee, including the impact of the Company’s pay practices on the Company’s risk profile. The CompensationCHC Committee also works directly with its independent compensation consultant, Frederic W. Cook & Co. (“FW Cook”), to evaluateevaluating the Company’s compensation philosophy and objectives to identify potential risks in the Company’s pay practices. After reviewing FW Cook’s analysis and the CompensationCHC Committee’s findings, the Board has concluded that our compensation policies and practices are aligned with the interests of shareholders, appropriately reward pay for performance, and do not create risks that are reasonably likely to have a material adverse effect on the Company. 10 LABORATORY CORPORATION OF AMERICA HOLDINGS  •  2018 Proxy Statement CORPORATE GOVERNANCE Identification and Evaluation of Director Candidates Identification of Director Candidates The Nominating and Corporate Governance Committee recommends a slate of directors to the Board for election by the Company’s shareholders at each annual meeting of shareholders and also recommends candidates to the Board to fill any vacancies. Each memberMembers of the Board identifiesare encouraged to identify potential candidates, and these candidateswho are regularly reviewedevaluated by the committee, which maintains an active list of potential Board candidates.Committee. In addition, the committeeCommittee is authorized to engage professional search firms at the Company’s expense to assist with the identification, evaluation, and due diligence onof potential nominees for the Board. The Nominating and Corporate Governance Committee believes it is important to maintain a Board with diverse experiences and expertise in a range of areas including industry, operations, scientific and medical, experience, financial, expertise, global business, experience and executive leadership. The Committee also considers other commitments of Board members and candidates, including other public company leadership experience.roles and service on other public company boards, including board committee leadership roles. In addition, consistent with our continued focus on inclusion, diversity, and belonging, the Committee also considers diversity when evaluating potential nominees for the Board. Shareholders may also suggest individuals to be considered by the Board as potential nominees for election to the Board. A shareholder may submit an individual for consideration by the Board of Directors in connection with the 20192025 Annual Meeting of Shareholders by providing certain information as set forth in theBy-Laws, in writing, to the Corporate Secretary of the Company at 358 South Main Street, Burlington, North Carolina 27215. These suggestions for the 20192025 Annual Meeting must be received no earlier than the 120th day prior to the anniversary date of the 20182024 Annual Meeting (i.e., January 10, 2019)14, 2025) and no later than the 60th day prior to the anniversary date of the 20182024 Annual Meeting (i.e., March 11, 2019)15, 2025). Nominees that comply with the foregoing procedures will receive the same consideration as other candidates identified by or to our Nominating and Corporate Governance Committee. Under the Company’s new proxy accessby-law, eligible shareholders also may submit their own nominations to the Board to be included in the Company’s proxy statement for the 20192025 Annual Meeting of Shareholders.The By-Laws permit a shareholder, or a group of up to 20 shareholders, owning three percent or more of the Company’s outstanding Common Stock continuously for at least three years, to nominate and have included in the Company’s proxy materials persons for election to the Board constituting up to 20 percent20% of the Board, provided that the shareholder(s) and the nominee(s) satisfy certain requirements specified in theBy-Laws. For a shareholder nominee to be included in the Company’s proxy statement for the 20192025 Annual Meeting of Shareholders under the proxy accessby-law, the information required by theBy-Laws must be received by F. Samuel Eberts III,the Corporate Secretary Laboratory Corporation of America Holdings, 358 South Main Street, Burlington, North Carolina 27215the Company at the address provided above no earlier than the close of business on the 150th day prior to the anniversary date of the distribution of this proxy statement (i.e., October 31, 2018)November 5, 2024) and no later than the close of business on the 120th day prior to the anniversary date of the distribution of this proxy statement (i.e., November 30, 2018)December 5, 2024). TheBy-Laws may be obtained free of charge by writing to the Company’s Corporate Secretary and are included as Exhibit 3.2 to the Company’s2023 Annual Report on Form10-K for the fiscal year ended December 31, 2017 filed with the SEC on February 27, 2018.Report. 2024 PROXY STATEMENT    23 CORPORATE GOVERNANCE Evaluation of Director Candidates      LABCORP BOARD OF DIRECTOR SKILLSQUALIFICATIONS AND EXPERIENCE                               QUALIFICATIONS AND EXPERIENCE        King         Anderson     Bélingard     Gilliland       Kong          Mittelstaedt        Neupert     Parham     Schechter     Williams   Business Strategy Experience   ●   ●   ●     ●   ●   ●   ●   ●   ●   ●   ●   ●   ●   ●   ●   ●    Corporate Finance and M&A   ●   ● ●   ●   ● ● ● ● ● ● ● Corporate Governance Experience ● ● ● ● ● ● ● ● ● Executive Leadership Experience ● ● ● ● ● ● ● ● ● Healthcare/Clinical Research Background ● ● ● ● ● ● ● International Experience ● ● ● ● ● ● ● Risk Management Experience ● ● ●     ●   ●   ●   ●   ●   ●   ●   ●   ●   ●   ●   ●    Corporate Governance Experience ● ● ● ● ● ● ● ● ● ● Executive Leadership Experience ● ● ● ● ● ● ● ● ● ● Healthcare/Clinical Research Background ● ● ● ● ● ● International Experience ● ● ● ● ● ● ● ● Risk Management Experience ● ● ● ● ● ● ● ● ● ● Sales and Marketing Background   ●   ●   ●   ●   ●       ●   ●     ●   ●   ●    Talent Management Expertise   ●   ●   ●   ●   ●   ●   ●   ●   ●   ●   ●   ●   ●   ●   ●   Technology/Cybersecurity Expertise ●   ●   ●    ●   Technology/Cybersecurity Experience   ●     LABORATORY CORPORATION OF AMERICA HOLDINGS  •  2018 Proxy Statement   11 ●   CORPORATE GOVERNANCE			●				●		●		●