Good morning, ladies and gentlemen. I am David King, Chief Executive Officer and Chairman of the Board of Laboratory Corporation of America Holdings and Chairman of this annual meeting. I am happy to welcome you to this annual meeting of shareholders. Will the meeting please now come to order? All votes will be delivered to the Inspector of Election. The Secretary will record the proceeding. I would like to introduce to you the board members and officers who are present today. Directors present are Kerrii B. Anderson, Jean-Luc Bélingard , D. Gary Gilliland, Garheng Kong, Robert E. Mittelstaedt Jr., Peter M. Neupert, Adam H. Schechter, and R. Sanders Williams. Director Richelle P. Parham is unavailable due to a previous and unavoidable conflict. I would now like to acknowledge our senior officers present today: Glen A. Eisenberg, Executive Vice President and Chief Financial Officer; Deborah L.
Keller, Chief Executive Officer, Covance Drug Development; Lance V. Berberian, Senior Vice President and Chief Information Officer; Edward T. Dodson, Senior Vice President and Chief Accounting Officer; Sam Eberts, Senior Vice President, Chief Legal Officer and Corporate Secretary; and Lisa J. Yufkanaut, Chief Human Resources Officer. Also present are Crawford Pounds and Gera Tripp, representing PricewaterhouseCoopers LLP, independent accountants of the company. They will be available to answer appropriate questions during the general question and answer period after the formal business of 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 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 for your question to be considered.
Out of consideration for others, please limit yourself to one question. The Board of Directors set March 14, 2016, as the date of record for this shareholders' meeting. We have here a record of shareholders as of that date. A duplicate record has been on file at the office of the company for the last 10 days, available for inspection by any shareholder at any time during usual business hours. I have been advised by the Inspector of Election that immediately prior to commencement of this meeting, at least 84% of the company's shares of common stock issued and outstanding and entitled to vote are represented by a proxy at today's meeting. Because a majority of the company's shares is represented here today, a quorum is present and the business of the meeting may proceed.
The Secretary has informed me that the notice for the meeting was duly and properly mailed. The Secretary will file affidavits of mailing of the notice of meeting, proxy card, and proxy statement with all records of the meeting. I will now present the agenda for today's meeting. There are six items on the agenda to be voted on today: one, the election of directors; two, the approval of executive compensation on a non-binding advisory basis; three, the approval of the 2016 Omnibus Incentive Plan; four, the approval of the 2016 Employee Stock Purchase Plan; five, the ratification of the appointment of PricewaterhouseCoopers LLP as Laboratory Corporation of America Holdings independent accountants for the year ended December 31, 2016; and six, the shareholder proposal described in the proxy statement if properly presented during today's meeting. 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 times, please submit your comment using the designated field on the web portal or 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 shareholder comments are read aloud and representatives of management will respond to questions as appropriate. In the interest of time, however, 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 Paul Cerdez to be the Inspector of Election. He is familiar with the duties and responsibilities of an Inspector of Election at a shareholders' meeting. He will report the results after all proxies and votes have been tabulated. The first item on the agenda is the election of directors. The nominees and their qualifications are described in the proxy statement dated April 1st, 2016, which has been made available to all shareholders of record as of March 14, 2016. Mr. Eisenberg, will you please present the proposal to elect directors?
I move that the director nominees be elected pursuant to the following resolution: resolve that each of David P. King, Kerrii B. Anderson , Jean-Luc Bélingard , D. Gary Gilliland, Garheng Kong , Robert E. Mittelstaedt Jr. , Peter M. Neupert, Richelle P. Parham , Adam H. Schechter, and R. Sanders Williams , and hereby is elected as a director of the company to serve until the next annual meeting of shareholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal.
I second the motion. 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 being no comments submitted, we'll move to the second item, approval of executive compensation. This item is the non-binding advisory vote to approve executive compensation. Mr. Eisenberg, will you please present the proposal to approve executive compensation?
I move that the company's executive compensation be approved pursuant to the non-binding advisory vote and the following resolution: resolve that the compensation paid to the company's named executive officers, as disclosed pursuant to the rules of the Securities and Exchange Commission, including the compensation discussion and analysis, compensation tables, and narrative discussion in the company's 2016 proxy statement, is hereby approved.
I second the motion. The meeting is open for discussion relating to the approval of the company's executive compensation. 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 being no comments, we'll move to the third item, the approval of the company's 2016 Omnibus Incentive Plan. Mr. Eisenberg, will you please present the proposal to approve the company's 2016 Omnibus Incentive Plan?
I move that adoption of the company's 2016 Omnibus Incentive Plan be approved pursuant to the following resolution: resolved that adoption of the company's 2016 Omnibus Incentive Plan and certain material terms and conditions relating to performance-based compensation under the 2016 Omnibus Incentive Plan be approved.
I second the motion. The meeting is open for discussion relating to the approval of the company's 2016 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 being no comments, we'll move to the fourth item, approval of the company's 2016 Employee Stock Purchase Plan. Mr. Eisenberg, will you please present the proposal to approve the company's 2016 Employee Stock Purchase Plan?
I move that adoption of the company's 2016 Employee Stock Purchase Plan be approved pursuant to the following resolution: resolved that adoption of the company's 2016 Employee Stock Purchase Plan be approved.
I second the motion. The meeting is open for discussion relating to the approval of the company's 2016 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 being no comments, we will move to the fifth item, the ratification of the appointment of independent accountants for 2016. Mr. Eisenberg, will you please present the proposal to ratify the selection of accountants?
I move that the appointment of the independent accountants for 2016 be ratified pursuant to the following resolution: resolved that the appointment of PricewaterhouseCoopers LLP as independent accountants of Laboratory Corporation of America Holdings for the fiscal year ending December 31, 2016, be ratified.
I second the motion. The meeting is open for discussion relating to the selection of independent accountants. 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 being no comments, we will move to the sixth item. The sixth item relates to the shareholder proposal described in the proxy statement. At this time, I will ask the operator to unmute the shareholder's line to present the proposal and remind the shareholder that in the interest of time and because all items have been fully described in the proxy, discussion is limited to five minutes. Operator?
The shareholder's line is now open.
Thank you. Good morning. My name is Amber Canavan, and I'm here on behalf of Labcorp Shareholder People for the Ethical Treatment of Animals and our more than 5 million members and supporters worldwide. PETA's modest common sense resolution calls on the board to be transparent and report annually on steps being taken to prevent, detect, and control Zika virus infection at the Alice, Texas, facility of the company's subsidiary, Covance. As you know, Covance holds around 10,000 non-human primates at our Alice, Texas, facility in an area that fits many Zika outbreak criteria. And since the majority of primates will never exhibit symptoms, Zika could spread undetected through the population, creating a reservoir for the virus that will be difficult or impossible to eradicate. The virus could then be transmitted to humans through mosquitoes.
The CDC's Zika recommendations are inadequate at this time, as the agency has yet to address this type of facility that confines stressed non-human primates in concentrated outdoor colonies. And although the CDC requires an initial 31-day quarantine period, imported primates are then moved to open-air pens where they are exposed to mosquitoes that may transmit Zika. Moreover, Zika is known to persist in semen for more than 60 days after symptoms dissipate, nullifying the point of the 31-day quarantine period. Since submitting our resolution in March, Zika cases in Texas have shot up by 50%. The CDC confirms that imported cases could result in local spread of the virus in some areas of the United States, and also that human and non-human primates are the main reservoir of the Zika virus. Zika is now locally transmitting in Puerto Rico and the U.S.
Virgin Islands, and it is wishful and dangerous thinking to assume that Texas or Florida are not next. It is in the best interests of the shareholders to compile an annual report on efforts to combat Zika, which has potential to harm the primates and shareholders alike. In view of the serious financial, operational, and public health risks associated with a potential Zika outbreak at our company's facility, we urge our fellow shareholders to adopt this resolution. Thank you.
Thank you for your comments. The shareholder proposes that the board report to shareholders annually on the measures it is taking to prevent, detect, and control Zika virus infection of non-human primates and human employees at the company's U.S. facilities and in surrounding human populations. The board of directors has carefully considered the shareholder's proposal and, as described in the proxy statement, recommends a vote against this proposal for the following reasons. First, the company disagrees with the implications of several assertions made by the shareholder in support of the proposal. Second, the company already complies with the Center for Disease Control's quarantine procedures for imported non-human primates and has strong policies for the protection of the company's employees and the public. Specifically, all imported non-human primates are quarantined in enclosed facilities in accordance with the CDC and USDA regulations for at least 31 days.
All personnel entering these facilities wear personal protective equipment, including coveralls, glove and arm protectors, dedicated footwear, hair covering, eye protection, and respiratory protection. According to the Centers for Disease Control, the length of the quarantine period should be sufficient to clear primates of the infection if they had it, which would limit the risk of infecting local mosquito populations from the imported non-human primates. In addition, for non-human primates housed at the Alice facility, Covance has an established mosquito abatement program to prevent the possible spread of mosquito-borne illness. We continue to review and update these programs as appropriate. Finally, the requested report would be an unnecessary cost to shareholders as the board believes that it would not provide meaningful information to shareholders. The shareholder has moved for a vote on the shareholder proposal. The meeting is open for discussion relating to the shareholder proposal.
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 being no comments, I declare that 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. At this time, we will proceed with the tabulation of votes. I am advised that the inspector of election has completed the count of the votes and is ready to report 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 Laboratory Corporation of America Holdings Common Stock outstanding on the record date and represented at the meeting, at least 88% of the shares voted have voted for the election of the nominated directors. At least 95% of the shares voted have voted to approve the company's executive compensation. At least 90% of the shares voted have voted for the approval of the 2016 Omnibus Incentive Plan. At least 99% of the shares voted have voted for the approval of the company's 2016 Employee Stock Purchase Plan. And at least 96% of the shares voted have voted for the ratification of the appointment of independent accountants for 2016. Regarding the shareholder's proposal, less than 5% of the shares voted have voted in favor of the shareholder proposal.
Accordingly, the motions for the election of the nominated directors, the approval of the company's executive compensation, the approval of the company's 2016 Omnibus Incentive Plan, the approval of the company's 2016 Employee Stock Purchase Plan, and the ratification of the appointment of independent accountants for 2016 have passed. The motion for the shareholder proposal has not passed. A final and complete tally of the votes will be provided by the inspector of election.
Thank you, Mr. Eberts. The secretary will file the final report of the inspector of election with the records of the meeting in the record books of the company. This closes the formal portion of the meeting. At this time, I would be happy to answer any questions you may have.
As a reminder, only validated shareholders will be able to ask questions using the designated field on the web portal or 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 for your question to be considered. We will attempt to ensure that everyone who has a question will have the chance to be heard, and representatives of management will respond to questions as appropriate. However, in the interest of time, we ask that each individual limit him or herself to one question at a time, and discussion on each question will be limited to five minutes. As a reminder, this Q&A session is also being webcast live this morning. Are there any questions at this time?
There being no questions at this time and there being no further business, I will entertain a motion to adjourn the meeting.
I move that the meeting be adjourned.
I second the motion. The meeting is adjourned. Thank you for participating this morning. Have a great day.