Quest Diagnostics 2004 Annual Report Download - page 4

has retained Georgeson Shareholder Communications Inc. to assist in the solicitation for a fee of
$12,000 and reimbursement of its reasonable out-of-pocket expenses. No portion of the proxy
solicitor’s fee is dependent on the number of shares voting in favor of (as opposed to those voting
against or abstaining) any matter being submitted for approval at the annual meeting. Banks,
brokerage houses and other institutions, nominees and fiduciaries will be requested to forward the
proxy materials to beneficial owners of Quest Diagnostics stock, and to obtain authorizations for
the execution of proxies. Quest Diagnostics will, upon request, reimburse banks, brokerage houses
and other institutions, nominees and fiduciaries for their reasonable expenses in forwarding proxy
materials to beneficial owners.
Quest Diagnostics’ 2003 Annual Report to Stockholders has been distributed to stockholders
and is not deemed a part of the materials for the solicitation of proxies.
Proposal No. 1 Election of Directors
The Restated Certificate of Incorporation of Quest Diagnostics provides that the Board of
Directors shall consist of not less than three nor more than twelve directors, the exact number to
be determined from time to time by resolution of the Board of Directors. The Board presently
consists of eleven directors. The Restated Certificate of Incorporation further provides for three
classes of directors having staggered terms of office, each class consisting, so far as possible, of
one-third of the number of directors required at the time to constitute a full Board. If the
number of directors may not be evenly divided into thirds, the Board of Directors shall determine
which class or classes shall have one extra director.
At the annual meeting of stockholders, three directors will be elected to hold office until the
2007 annual meeting of stockholders and until their respective successors shall have been duly
elected and qualified or until the directors’ earlier resignation or removal.
Each of the nominees has consented to serve if elected. Certain information as of March 1,
2004 concerning each of the nominees and continuing directors and their business experience
during the past five years is provided following the tables below which was confirmed by them for
inclusion in this proxy statement.
It is the intention of the persons named on the accompanying proxy card to vote for the
election of the nominees unless a stockholder has withheld such authority. Quest Diagnostics
management has no reason to believe that any nominee will not be available to serve his or her
prescribed term. However, the persons named on the proxy card will have the discretionary
authority, pursuant to a recommendation from the Governance Committee and nomination of the
Board of Directors, to vote for substitutes if any nominee is unable or unwilling to serve.
The following table identifies the three persons nominated by the Board of Directors, upon
the recommendation of the Governance Committee, for election to the Board of Directors at the
annual meeting of stockholders.
Nominees for the Board with Terms Expiring at the 2007 Annual Meeting
Position with
Name Quest Diagnostics Age
John C. Baldwin................................. None 56
William R. Grant ................................ Director 79
Surya N. Mohapatra ............................. President and Chief Operating 54
Officer and Director
The following tables list the seven directors whose terms will expire after the annual meeting.
Kenneth D. Brody and Mary A. Cirillo, each of whose term expires at the 2004 annual meeting,
will retire from the Board of Directors as of May 4, 2004, thus reducing the number of directors
to ten. While they are not included in the tables below, their biographies do appear in this proxy
statement.
2?Quest Diagnostics Incorporated ?2004 Proxy Statement