Good morning. Welcome to the Labcorp Annual Meeting of Shareholders. I would now like to turn the conference over to Mr. Adam Schechter, President and Chief Executive Officer and Chairman of the Board of Labcorp. Please go ahead.
Good morning. I'm Adam Schechter, as Chairman of this annual meeting, I'm happy to welcome you here today. Before we get started, I wanted to take a moment to thank our team for their continued contributions to Labcorp and our customers. In 2025, Labcorp delivered strong financial performance while making meaningful progress towards our strategic priorities. As a global leader of innovative and comprehensive laboratory services, we provide insights that advance science. We remain focused on disciplined execution, long-term growth, and creation of sustained value for our customers and our 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 other Board members who are present today. Directors present are Kerrii B. Anderson, Victor Bulto, Jeffrey A. Davis, Kirsten M. Kliphouse, Garheng Kong, our Lead Independent Director, Peter M. Neupert, Richelle P. Parham, Paul B. Rothman, John H. Sampson, and Kathryn E. Wengel.
I would now like to acknowledge our Senior Officers present today. Megan Bailey, Executive Vice President and President, Central Laboratories and International. Brian J. Caveney, Executive Vice President and President, Early Development Research Laboratories, and Chief Medical and Scientific Officer. Anita Graham, Executive Vice President and Chief Human Resources Officer. Kathryn W. Kyle, Executive Vice President, Chief Legal Officer, and Corporate Secretary. Jon Meltzer, Executive Vice President, Chief Operations Officer. Bola Oyegunwa, Executive Vice President and Chief Information and Technology Officer. Amy Summy, Executive Vice President and Chief Marketing Officer. Bryan Vaughn, Executive Vice President and President of Diagnostics. Julia Wang, Executive Vice President and Chief Financial Officer, and Peter Wilkinson, Senior Vice President and Chief Accounting Officer.
Also present are Brad Hicks and Blane Parker, representing Deloitte & Touche LLP, the independent registered public accounting firm of the company. Before we proceed with the meeting agenda, our Secretary, Ms. Kyle, 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, are 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 26th, 2026, as the date of record for the 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've been advised by the Inspector of Elections that immediately prior to the commencement of the meeting, at least 92% 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 a majority of the company's shares is represented here today, a quorum is present, and the business of the meeting may proceed. The notice of the meeting was duly and properly mailed. Affidavits of mailing of the notice of the meeting, proxy card, and proxy statement will be filed with the records of the meeting.
There are three items on the agenda to be voted on today. One, the election of directors. Two, the approval on a non-binding advisory basis of the compensation paid to our named executive officers. Three, the ratification of the appointment of Deloitte & Touche LLP as Labcorp's independent registered public accounting firm for the year ending December 31st, 2026.
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'll 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 Elections. The company has appointed Dewey Steadman to be the Inspector of Elections. He is familiar with the duties and responsibilities of an Inspector of Elections 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. Kathryn, will you please present the proposal?
I move that the director nominees be elected pursuant to the following resolution. Resolved, that each of Kerrii B. Anderson, Victor Bulto, Jeffrey A. Davis, Kirsten M. Kliphouse, Garheng Kong, Peter M. Neupert, Richelle P. Parham, Adam H. Schechter, Paul B. Rothman, John H. Sampson, and Kathryn E. Wengel be, and hereby is, elected as a 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.
Adam, 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. Kathryn, will you please present the proposal?
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 2026 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.
Adam, there are no comments that have been received.
The third item is a ratification of the appointment of the independent registered public accounting firm for 2026. Kathryn, will you please present the proposal?
I move that the appointment of the independent registered public accounting firm for 2026 be ratified pursuant to the following resolution. Resolved, that the appointment of Deloitte & Touche LLP as independent registered public accounting firm of Labcorp Holdings, Inc for the fiscal year ending December 31st, 2026 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.
Adam, there are no comments that have been received. 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 for any final voting. Thank you. The poll shall now be closed for voting. We will pause another moment while the Inspector of Elections tabulates the results of the votes.
I'm told that the Inspector of Elections has completed a 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 Elections?
The Inspector of Elections has reported to me that of the shares of Labcorp common stock outstanding on the record date and represented at the meeting, at least 71% of the shares represented and entitled to vote have voted for the election of each of the nominated directors. At least 94% 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, 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 2026. 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, and ratification of the appointment of the independent registered public accounting firm for 2026 have passed.
Thank you, Kathryn. The Secretary will file the final 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. I hereby declare the meeting to be adjourned. Thank you for your 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. 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've received a question from a shareholder. The question is: Labcorp's primate supply chain operates within an industry increasingly linked to zoonotic disease concerns, drug-resistant pathogens, and escalating public scrutiny. Congress is now considering the PRIMATE Act, bipartisan legislation that would prohibit the import of NHPs for laboratory use in the U.S. Given this growing regulatory pressure, does Labcorp consider continued dependence on imported primates to be a material investor risk?
Thank you for the question. If you look at Labcorp, we have three primary businesses. We have our Diagnostics business, our Central Laboratory business, which together represent the vast majority of our revenue and operating income. We have our Early Development business. We take very seriously our ethical and regulatory responsibilities to treat research animals with the greatest care and respect. In addition to being the right thing to do, the proper care 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 lives of people and animals around the world.
Animal research is a critical and is required by government bodies around the world. We've secured NHP supplies from multiple sources, and if this import prohibition should become law, we're confident that we can maintain our operations to support our customer needs. 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.
The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.