UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 5, 2020
LABORATORY CORPORATION OF AMERICA HOLDINGS
(Exact name of registrant as specified in Charter)
| | | | |
Delaware | | 1-11353 | | 13-3757370 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
358 South Main Street, Burlington, North Carolina | | 27215 |
(Address of principal executive offices) | | (Zip Code) |
336-229-1127
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report)
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:
| ☐ | Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communication 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 class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, $0.10 par value | | LH | | New 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 5, 2020, the Board of Directors (the “Board”) of Laboratory Corporation of America® Holdings (“LabCorp”) approved an amendment (the “Amendment”) to LabCorp’s Amended and Restated By-Laws (the “By-Laws”), effective as of such date, to provide its stockholders with the right to call a special meeting of stockholders. Prior to this amendment, LabCorp’s By-Laws provided that only the Board could call special meetings of stockholders.
The Amendment requires the majority of the entire Board, following the receipt of a written request by one or more stockholders who have owned at least 25% of LabCorp’s voting stock continuously for one year, to call a special meeting of stockholders, subject to the requirements and procedures set forth in the Amendment. These requirements and procedures include, among other things, provisions relating to the stockholder ownership conditions required to request a special meeting, the procedural requirements to request a special meeting (including applicable time periods), and the circumstances under which the Board can decline to hold a requested special meeting.
The foregoing description of the Amendment is qualified in its entirety by the full text of the Amendment, filed as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
LABORATORY CORPORATION OF AMERICA HOLDINGS |
Registrant |
Date: February 6, 2020
| | |
By: | | /s/ Sandra van der Vaart |
| | Sandra van der Vaart |
| | Senior Vice President, Global General Counsel and Secretary |
