Quest Diagnostics (DGX) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 20, 2026, with voting on director elections, executive compensation, auditor ratification, and a shareholder proposal for an independent board chairman.

• 2025 saw 11.8% revenue growth to $11.04B, EPS of $8.75, and adjusted EPS of $9.85.

• Strategic initiatives included expanding health plan access, new diagnostic innovations, and integrating acquisitions.

• Capital deployment included a 7.5% dividend increase and $450M in share repurchases.

Voting matters and shareholder proposals

• Shareholders will vote to elect eleven directors, approve executive compensation (say-on-pay), ratify PwC as auditor, and consider a proposal for an independent board chairman.

• Board recommends voting for all director nominees, for executive compensation, for auditor ratification, and against the independent chairman proposal.

• Shareholder proposal seeks to require separation of CEO and chairman roles; board opposes, citing flexibility and strong governance.

Board of directors and corporate governance

• Board consists of 11 directors, 10 of whom are independent; new director Timothy Wentworth added in 2026.

• Board committees include Audit and Finance, Compensation and Leadership Development, Governance, Cybersecurity, Executive, and Quality and Compliance.

• Lead Independent Director role is robust, with significant responsibilities for board oversight.

• Board refreshment and diversity are emphasized, with regular self-evaluations and succession planning.