QUEST DIAGNOSTICS INC

The proposal asks the Board to adopt a formal policy (and amend governing documents as necessary) to ensure the roles of Chairman of the Board and Chief Executive Officer are held by two different individuals and that the Chairman is an independent director. It specifies that a Lead Independent Director should not substitute for an independent Chairman and allows the Board to appoint an interim non-independent Chair while seeking an independent Chair on an accelerated basis. The proponent states the policy can be phased in at the next CEO contract renewal or transition and argues the change would improve oversight, mitigate conflicts of interest, and strengthen accountability and transparency. The proposal cites recent operational, legal, and reputational matters and relative stock performance as part of its rationale.