Thank you for standing by. Welcome to the Labcorp Holdings annual meeting of shareholders. At this time, I would like to hand the call over to Adam Schechter, President and Chief Executive Officer. Please proceed, sir.
Thank you. Good morning, everyone. I'm Adam Schechter, President and Chief Executive Officer and Chairman of the Board of Labcorp. As Chairman of this annual meeting, I'm happy to welcome you here today. Before we get started, I want to take a moment to thank our team for their continued contributions to Labcorp and our customers. In 2024, Labcorp delivered exceptional results, while our market-leading diagnostics and biopharma laboratory services businesses made meaningful advances in our strategy through organic growth and transformative acquisitions. We have strong momentum in 2025, and Labcorp is well-positioned to progress our mission to improve health and improve lives while generating attractive returns for our shareholders. The meeting will now come to order. All votes will be delivered to the Inspector of Election. The Secretary will record the proceedings. I would like to introduce to you the other board members and officers who are present today.
Directors present are Terry Andersson, Jeffrey Davis, D. Gary Gilliland, Kirsten M. Kliphaus, Garheng Khulbe, our Lead Independent Director, Peter M. Newport, Rochelle P. Parham, Paul B. Rothman, and Katherine E. Wingle. I'd now like to acknowledge our senior officers present today, Megan Bailey, Executive Vice President and President of Central Laboratories and International, Brian Cavanagh, Executive Vice President and President of Early Development Research Laboratories and Chief Medical and Scientific Officer, Anita Graham, Executive Vice President and Chief Human Resources Officer, Paula Vodivana, Executive Vice President and Chief Information and Technology Officer, Mark Schroeder, Executive Vice President and President of Diagnostic Laboratories and Chief Operations Officer, Amy Soumi, Executive Vice President and Chief Marketing Officer, Sandra Vandevart, Executive Vice President, Chief Legal Officer, and Corporate Secretary, Julia Wang, Executive Vice President and Chief Financial Officer, and Peter Wilkinson, Senior Vice President and Chief Accounting Officer.
Also present are Dave Haynes and Caroline Doherty, representing Deloitte & Touche LLP, the independent registered public accounting firm of the company. Before we proceed with the meeting agenda, our Secretary, Ms. Vandevart, will review certain information related to the meeting.
After the formal meeting has been adjourned, we will also provide time for general questions. Only validated shareholders will be able to submit questions using the designated field on the web portal or through our investor relations email address at investor@labcorp.com. If you choose to submit a question by email, please include your control number in the email subject line in order for your question to be considered. Out of consideration for others, please limit yourself to one question. In the unlikely event that the volume of questions increases to the point that time constraints prohibit us from answering all questions, the remaining pertinent questions will be answered on our investor relations site.
Consistent with our approach when the annual meetings were held in person, questions or comments that are not related to the proposals under discussion or about employment matters or personal concerns not shared by shareholders generally or use blatantly offensive language may be ruled out of order. The Board of Directors set March 20, 2025, as the date of record for this shareholders' meeting. We have here a record of shareholders as of that date, which is duly certified by our transfer agent and is available during this meeting on the meeting portal for inspection by shareholders. I have been advised by the Inspector of Election that immediately prior to commencement of the meeting, at least 90% of the company's shares of common stock issued and outstanding and entitled to vote are present or represented by proxy at today's meeting.
Because the majority of the company's shares is represented here today, a quorum is present, and the business of the meeting may proceed. The notice for the meeting was duly and properly mailed. Affidavits of mailing of the notice of meeting, proxy card, and proxy statement will be filed with the records of the meeting.
There are five items on the agenda to be voted on today. One, the election of directors. Two, the approval on a non-binding advisory basis of compensation of our named executive officers. Three, the approval of the company's 2025 Omnibus Incentive Plan. Four, the approval of the company's 2025 Employee Stock Purchase Plan. Five, the ratification of the appointment of Deloitte & Touche LLP as Labcorp's independent registered public accounting firm for the year ending December 31, 2025.
There will be a discussion period relating to each item immediately after its introduction. If any shareholder would like to make a comment regarding any of the proposals at the indicated time, please submit your comment at that time using the designated field on the web portal or through our investor relations email address at investor@labcorp.com with your control number included in the email subject line. We will attempt to ensure that all shareholders' comments are read aloud and representatives of management will respond to questions. However, in the interest of time and because each of these items has been fully discussed in the proxy statement, discussion on each item will be limited to five minutes. If you send in your proxy, you do not need to take any further action unless you wish to change your vote.
At the end of the discussion period relating to the items to be voted on during today's meeting, the ballots will be collected and delivered to the Inspector of Election. The company has appointed Kristin O'Donnell to be the Inspector of Election. She is familiar with the duties and responsibilities of an Inspector of Election at a shareholders' meeting and will report the results after all proxies and votes have been tabulated. We will now turn to item one.
The first item is the election of directors. The nominees and their qualifications are described in the proxy statement for this meeting. Sandy, will you please present the proposal to elect directors?
I move that the director nominees be elected pursuant to the following resolution, Resolved that each of Carrie B. Anderson, Jeffrey A. Davis, D. Gary Gilliland, Kirsten M. Kliphaus, Garheng Khulbe, Peter M. Newport, Rochelle P. Parham, Adam H. Schechter, Paul B. Rothman, and Katherine E. Wingle be and hereby is elected as the director of the company to serve until the next annual meeting of shareholders and until their successor is duly elected and qualified or until their earlier death, resignation, or removal.
The meeting is open for discussion relating to the election of directors. If any shareholder would like to make a comment regarding this proposal, please submit your comment through the web portal or by email now.
There are no comments that have been received.
The second item is a non-binding advisory vote to approve compensation of the company's named executive officers. Sandy, will you please present the proposal to approve executive compensation?
I move that the company's compensation of its named executive officers be approved pursuant to the non-binding advisory vote and the following resolution: Resolved that the compensation paid to the company's named executive officers, as disclosed pursuant to the rules of the Securities and Exchange Commission, including in the compensation discussion and analysis, compensation tables, and narrative discussion in the company's 2025 Proxy Statement, is hereby approved.
The meeting is open for discussion relating to the approval of the company's compensation of its named executive officers. If any shareholder would like to make a comment regarding this proposal, please submit your comment through the web portal or by email now.
There are no comments that have been received.
The third item relates to the approval of the company's 2025 Omnibus Incentive Plan as described in the proxy statement for this meeting. Sandy, will you please present the proposal to approve the 2025 Omnibus Incentive Plan?
I move that the company's 2025 Omnibus Incentive Plan be approved pursuant to the following resolution: resolve that the adoption of the Labcorp Holdings 2025 Omnibus Incentive Plan and certain material terms and conditions relating to performance-based compensation under the 2025 Omnibus Incentive Plan is hereby approved.
The meeting is open for discussion relating to the approval of the company's 2025 Omnibus Incentive Plan. If any shareholder would like to make a comment regarding this proposal, please submit your comment through the web portal or by email now.
There are no comments that have been received.
The fourth item relates to the approval of the company's 2025 Employee Stock Purchase Plan as described in the proxy statement for this meeting. Sandy, will you please present the proposal to approve the 2025 Employee Stock Purchase Plan?
I move that the company's 2025 Employee Stock Purchase Plan be approved pursuant to the following resolution, resolved that the Labcorp Holdings 2025 Employee Stock Purchase Plan is hereby approved.
The meeting is open for discussion relating to the approval of the company's 2025 Employee Stock Purchase Plan. If any shareholder would like to make a comment regarding this proposal, please submit your comment through the web portal or by email now.
There are no comments that have been received.
The fifth item is the ratification of the appointment of the independent registered public accounting firm for 2025. Sandy, will you please present the proposal to ratify the selection of the independent registered public accounting firm?
I move that the appointment of the independent registered public accounting firm for 2025 be ratified pursuant to the following resolution: resolve that the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Labcorp Holdings for the fiscal year ending December 31, 2025, be ratified.
The meeting is open for discussion relating to the selection of the independent registered public accounting firm. If any shareholder would like to make a comment regarding this proposal, please submit your comment through the web portal or by email now.
There are no comments that have been received. I declare the poll shall now be open for voting. Any shareholders who have not yet voted or wish to change their votes may do so by clicking on the voting button on the web portal and following the instructions. Shareholders who have sent in proxies or voted via telephone or internet and do not want to change their votes do not need to take any further action. We will pause for a moment for any final voting. Thank you. The poll shall now be closed for voting. We will pause another moment while the Inspector of Election tabulates the results of the votes.
I'm told that the Inspector of Election has completed the count of the votes and has reported the preliminary results to the Secretary. Will the Secretary please present the preliminary report of the Inspector of Election?
The Inspector of Election has reported to me that of the shares of Labcorp common stock outstanding on the record date and represented at the meeting, at least 91% of the shares represented and entitled to vote have voted for the election of each of the nominated directors. At least 91% of the shares represented and entitled to vote have approved, in a non-binding advisory vote, the company's compensation of its named executive officers. At least 94% of the shares represented and entitled to vote have voted to approve the company's 2025 Omnibus Incentive Plan. At least 99% of the shares represented and entitled to vote have voted to approve the company's 2025 Employee Stock Purchase Plan, and at least 99% of the shares represented and entitled to vote have voted to ratify the appointment of the independent registered public accounting firm for 2025.
Accordingly, the motions for the election of each of the nominated directors, the non-binding advisory approval of the company's compensation of its named executive officers, the approval of the company's 2025 Omnibus Incentive Plan, the approval of the company's 2025 Employee Stock Purchase Plan, and ratification of the appointment of the independent registered public accounting firm for 2025 have passed.
Thank you, Sandy. The Secretary will file the final report of the Inspector of Election, including the final and complete tally of the votes with the company records of the meeting and the record books of the company. This concludes the formal business of the meeting, and I hereby declare the meeting to be adjourned. Thank you for participating and for supporting the company.
We will now take general questions. As a reminder, only validated shareholders will be able to ask questions using the designated field on the web portal or through our investor relations email address at investor@labcorp.com. If you choose to submit a question by email, please include your control number in the email subject line in order for your question to be considered. As a reminder, this Q&A session is being webcast live this morning. In addition, remarks made today may contain forward-looking statements. Actual results could differ materially from those projected. The company undertakes no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or other factors. We have one question that has been submitted.
Given the mounting scientific evidence, including publications from the biomedical industry and data from the CDC, that monkeys imported for use in contract testing operations often carry infectious diseases such as tuberculosis, filoviruses, malaria, and other dangerous pathogens, what specific measures is Labcorp taking to mitigate the serious biosafety and public health risk associated with housing, handling, and experimenting on these animals? Additionally, how is the company managing the financial, legal, and reputational risk that arise from persistent and systemic failures in disease screening and containment?
Thank you for the question. Our BioPharma Laboratory Services business takes very seriously our ethical and regulatory responsibilities to treat research animals with the greatest care and respect. This commitment includes monitoring the health and the wellness of animals in our care. In addition to being the right thing to do, the proper care and wellness of research animals is fundamental to sound scientific research and the ability to develop new, safe, and effective medicines, devices, and products that protect and save the lives of people and animals. Labcorp has a highly experienced global team dedicated to the establishment of high standards of animal care and welfare. We proactively identify and mitigate risks to animal welfare. Furthermore, Labcorp veterinarians audit our animal suppliers on a regular basis to help ensure humane treatment and infection-free mandates are upheld to eliminate factors that could alter the outcome of research conducted.
Adam, there are no other questions that have been received.
Seeing no further questions at this time, we thank you again for your attendance at this morning's annual meeting of shareholders and for your continued support of Labcorp. I hope you have a great day.
Today's meeting is now concluded. Thank you for attending the presentation, and you may now disconnect.