Quest Diagnostics 2004 Annual Report Download - page 3

Proxy Statement
Annual Meeting of Stockholders to be Held on May 4, 2004
This proxy statement is furnished in connection with the solicitation by the Board of Directors
of Quest Diagnostics Incorporated of proxies for use at the 2004 annual meeting of stockholders
of Quest Diagnostics to be held on Tuesday, May 4, 2004, and at any adjournments or
postponements of the annual meeting, for the purposes set forth herein and in the accompanying
Notice of Annual Meeting. This proxy statement and the accompanying proxy card are first being
mailed to stockholders on or about April 13, 2004. Quest Diagnostics Incorporated is referred to
in this proxy statement as “Quest Diagnostics,’’ “we’’ or the “Company.’’
Only holders of record of shares of Quest Diagnostics common stock, par value $.01 per
share, at the close of business on March 8, 2004, are entitled to notice of the annual meeting and
to vote on all matters presented at the annual meeting. On that date, there were issued,
outstanding and entitled to vote 103,793,474 shares of common stock held by approximately 5,800
stockholders of record. Each share of common stock is entitled to one vote, voting as one class. A
majority of the shares of Quest Diagnostics common stock issued and outstanding at March 8,
2004, constitutes a quorum for the transaction of business.
All proxies on the enclosed card which are properly executed and returned to
Quest Diagnostics or are properly voted by telephone or Internet will be voted as provided therein
at the annual meeting and any and all adjournments thereof. Signed, unmarked proxies will be
voted FOR the election of the Board’s nominees (Proposal 1); and FOR ratification of the
selection of PricewaterhouseCoopers LLP as the independent auditor to audit the financial
statements of Quest Diagnostics for the year ending December 31, 2004 (Proposal 2). A
stockholder executing and returning a proxy may revoke it at any time before it has been voted
by filing with the Secretary of Quest Diagnostics at One Malcolm Avenue, Teterboro, New Jersey
07608 a written notice of revocation or a duly executed proxy bearing a later date or by attending
the annual meeting and voting in person.
The required vote FOR election of directors (Proposal 1) is a plurality of the votes of the
shares present in person or represented by proxy at the meeting and entitled to vote on the
election of directors. The required vote FOR approval of ratification of the selection of auditors
(Proposal 2) is the affirmative vote of a majority of the shares casting votes on the proposal
(whether present in person or represented by proxy) provided that the total votes cast on the
proposal represent over 50% of all shares entitled to vote on the proposal. Any proxy that is
properly executed and returned to Quest Diagnostics and marked abstain as to any matter will,
nevertheless, be counted in determining whether a quorum is present at the annual meeting. The
number of shares abstaining on each proposal is counted and reported as a separate total. Broker
non-votes are included in the determination of the number of stockholders present at the meeting
for quorum purposes but are not counted in the tabulation of votes cast on proposals presented
to stockholders.
Quest Diagnostics management does not know of any matters to be brought before the annual
meeting other than Proposals 1 and 2. Quest Diagnostics’ By-Laws generally provide that no
matters may be brought before any stockholder meeting by a stockholder unless the proponent is
a stockholder as of the record date and Quest Diagnostics has received notice of the proposed
matter, no later than February 15 of the year in which the annual meeting is held, at its principal
executive office. Quest Diagnostics has not received notice of a proposal from any stockholder.
Officers and employees of Quest Diagnostics may solicit proxies by mail, telephone, facsimile
transmission or telegraph, or in person, for which they will receive no special compensation. Quest
Diagnostics will bear all expenses for the preparation, printing and use of Quest Diagnostics’ proxy
materials and for the solicitation of proxies for the annual meeting. In addition, Quest Diagnostics
Quest Diagnostics Incorporated ?2004 Proxy Statement ?1