Good day and welcome to the Laboratory Corporation of America Holdings Annual Meeting of Stockholders. I would now like to turn the conference over to Mr. David King, Chief Executive Officer and Chairman of the Board of Laboratory Corporation of America Holdings. Please go ahead, sir.
Thank you. Good morning, ladies and gentlemen. I am David King, Chief Executive Officer and Chairman of the Board of Labcorp and Chairman of this Annual Meeting. I'm happy to welcome you to this Annual Meeting of Shareholders. The meeting will now come to order. All votes will be delivered to the Inspector of Elections. The Secretary will record the proceedings. I would like to introduce you to 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. I would now like to acknowledge our Senior Officers present today: Glenn A. Eisenberg, Executive Vice President and Chief Financial Officer; Gary M. Huff, Chief Executive Officer, Labcorp Diagnostics; 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. Uthgenannt, Chief Human Resources Officer. Also present are Crawford Pounds and Garrett 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 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 for your question to be considered. Out of consideration for others, please limit yourself to one question.
The Board of Directors set March 4th, 2017, 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 Elections that immediately prior to commencement of this meeting, at least 87% of the company's shares of common stock issued and outstanding and entitled to vote are represented by 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. 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 executive compensation; three, the recommendation on a non-binding advisory basis of the frequency of future non-binding executive compensation votes; four, the ratification of the appointment of PricewaterhouseCoopers LLP as Labcorp's independent accountants for the year ended December 31st, 2017; and five, 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 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 shareholder 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, including the presentation of the shareholder proposal, 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 Elections. The company has appointed Scott Cromer to be the Inspector of Elections. He is familiar with the duties and responsibilities of an Inspector of Elections at a shareholders' meeting. He 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 dated March 31st, 2017, which has been made available to all shareholders of record as of March 14th, 2017. Mr. Eisenberg, 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 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, be 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.
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. Seeing none, we will move to item two, approval of executive compensation. The second 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: 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 2017 proxy statement, is hereby approved.
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. Seeing no comments, we will move to item three, recommendation of the frequency of future executive compensation votes. The third item is the recommendation on a non-binding advisory basis of the frequency of future non-binding executive compensation votes, which the Board of Directors recommends be held every year. Mr. Eisenberg, will you please present the proposal to vote on the frequency of future non-binding executive compensation votes?
I move that shareholders make a recommendation pursuant to the non-binding advisory vote and the following resolution: resolved that shareholders recommend the frequency of future non-binding advisory votes on executive compensation.
The meeting is open for discussion relating to the frequency of non-binding advisory votes on executive compensation. Again, the Board of Directors recommends that the vote be held every year. 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 item four, selection of independent accountants. The fourth item is the ratification of the appointment of independent accountants for 2017. Mr. Eisenberg, will you please present the proposal to ratify the selection of accountants?
I move that the appointment of the independent accountants for 2017 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, 2017, be ratified.
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 item five, the shareholder proposal. The fifth item relates to the shareholder proposal described in the proxy statement. I understand that Dr. Chandna is on the line to present the proposal, and at this time, I would ask the operator to unmute his line so that he may present the proposal.
At this time, Dr. Chandna, your line is now open.
Thanks very much. Good morning. My name is Dr. Alka Chandna, female, and I'm here on behalf of People for the Ethical Treatment of Animals and our 6.5 million members and supporters. Our modest common sense resolution proposes that our company should provide information to us, the shareholders, on measures that it is taking to prevent, detect, and control Zika virus infection of non-human primates and human employees at its U.S. facilities. Of particular concern is our company's enormous Covance facility in Alice, Texas, which imports and confines thousands of Cynomolgus and Rhesus macaque monkeys each year in outdoor open-air pens. As you may know, Alice, Texas, is located in the Gulf Coast region, where the warm and humid climate and the absence of a dry season provide ideal mosquito breeding conditions, including for the species that carry and transmit the Zika virus.
Like humans, macaque monkeys are natural hosts of the Zika virus. In fact, the Zika virus was first identified in a Rhesus macaque monkey. If just one monkey confined at the Alice facility were to be bitten by a Zika-infected mosquito, the virus could then quickly spread via mosquito vectors to the other monkeys, creating a reservoir for the Zika virus. A combination of mosquito and human vectors could assist in the spread of the virus to humans outside the compound, and the monkeys themselves can act as vectors when shipped out of state to university commercial and other laboratories. As Dr. Jan Hajek of the Division of Infectious Diseases at the University of British Columbia has stated, the virus can spread from the monkeys through mosquitoes to people far from the facility, presenting a very real risk to people, especially women.
Although there is a concern that the Zika virus may be carried by monkeys who are brought here from Southeast Asia, and certainly in its earlier incarnation at Hazleton Laboratories, Covance was involved in the importation of three shipments of Ebola-infected monkeys. The larger concern is that the monkeys may become infected with Zika while they are confined in the open-air corrals at the Alice facility. Indeed, the Texas Department of State Health Services has reported hundreds of Zika cases in Texas since it began tracking cases, and cases of local transmission of the Zika virus have been documented in that state. This means that the Zika virus is being carried by mosquitoes in Texas, and the monkeys at our company's Alice facility are, in essence, sitting ducks for infected mosquitoes.
At a day-long workshop at the National Academy of Sciences on Zika that was held last year, experts voiced concern over the potential for the virus to establish an infection cycle in non-human primates, which could then have a long-term impact on human disease. Even as the locus of concern is very much centered on the possibility of local Zika transmission infecting the monkeys at the Alice facility, it is worth noting that in March of this year, the CDC updated its health information for travelers to Vietnam, one of the countries from which Covance imports monkeys, to say that Zika infection is a risk in Vietnam and that women who are pregnant should not travel there. The point is that the challenge to address Zika transmission is an evolving problem with a continually shifting playing field.
A potential Zika outbreak initiated or propelled by our company's Alice facility would bring with it concerns related to public health and safety, along with serious financial and operational risks. It is our contention that these concerns demand a level of transparency that our company seems unwilling to provide. PETA's shareholder resolution asking that the board report to shareholders on measures that it is taking to prevent, detect, and control Zika virus infection is a prudent, common sense measure safeguarding the public health and safety and shareholder interests. We thank you for your time and consideration and urge our fellow shareholders to support this resolution.
Thank you, Dr. Chandna. The shareholder proposes that the board report to shareholders annually on the measures the company 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 proposal and, as described in the proxy statement, recommends a vote against the proposal for the following reasons. First, the company disagrees with the factual bases and implications of several assertions made by the shareholder in support of the proposal. Second, the company already complies with the CDC's quarantine procedures for imported non-human primates and has strong policies for the protection of the animals, employees, and the public.
These include carefully maintaining the site to minimize areas that can harbor mosquitoes through mowing, spraying with herbicides to remove weeds and brush, contracted pest control service relating to standing water applied at regular intervals dictated by rainfall, weather, and overall mosquito population. In addition, the company works closely with local authorities to monitor for any positive Zika tests in the area and closely monitors reports of mosquito-borne illness in South Texas and elsewhere. Third, preparation and delivery of the requested report would be an unnecessary diversion of management attention, an unnecessary expenditure of corporate resources, and would not provide meaningful information to shareholders. The shareholder has properly moved approval of the proposal, and the meeting is open for discussion relating to the proposal. If any shareholder would like to make a comment regarding the proposal, please submit your comment through the web portal or by email now.
There being no comments, I declare the polls 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 while the Inspector of Elections tabulates the results of the votes. I am told that the Inspector of Elections 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 Elections?
The Inspector of Elections 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 78% of the shares have voted for the election of each of the nominated Directors. At least 93% of the shares voted have voted to approve the company's executive compensation. At least 88% of the shares voted have recommended that future non-binding advisory votes on executive compensation be held every year, and at least 97% of the shares voted have voted for the ratification of the appointment of independent accountants for 2017. Regarding the shareholders' proposal, less than 4% 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, and the ratification of the appointment of independent accountants for 2017 have passed. The motion for the shareholder proposal has not passed. The motion for the frequency of future non-binding advisory votes on executive compensation has been recommended to be held every year.
Thank you, Mr. Eberts. The Secretary will file the formal report of the Inspector of Elections, including the final and complete tally of the votes, with the records of the meeting in the record books of the company. This concludes the formal business of the meeting. After the adjournment of the meeting, we will take general questions and answers. There being no further business before the meeting, I hereby declare the meeting to be adjourned. Thank you for participating and for your support of our company.
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 through our Investor Relations email address, 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 that has a question will have a chance to be heard, and representatives of management will respond to each question. However, in the interest of time, we will limit each individual to one question at a time, and discussion on each question will be limited to five minutes. As a reminder, this question and answer session is being webcast live this morning. Are there any questions at this time?
The question is the exact percentage of votes that the shareholder resolution received. At this time, it is between 3% and 4%, and when the final tally is determined, it will be filed with the records of the company in the record books. Thank you. Are there any further questions? Seeing no further questions at this time, we again thank you for attendance at this morning's annual meeting of shareholders and for your support of Labcorp. Good day.
The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.