UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of Earliest Event Reported)
: June
11
, 2015
Quest Diagnostics Incorporated
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or other jurisdiction of Incorporation)
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001-12215
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16-1387862
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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Three Giralda Farms
Madison, NJ 07940
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07940
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(Address of principal executive offices)
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(Zip Code)
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(973) 520-2700
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(Registrant’s telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Compensatory Arrangements of Certain Officers
e.
On June
11
, 2015, Quest Diagnostics Incorporated (the "Company") and Stephen H. Rusckowski, the President and Chief Executive Officer of the Company (the “Employee”), amended the Employment Agreement (the “Employment Agreement”) entered into as of April 9, 2012, between the Company and the Employee to extend the initial term of the Employment Agreement so that it will expire on December 31, 2018 instead of December 31, 2015. No other terms of the Employment Agreement were modified.
Item 9.01. Financial Statements and Exhibits
c. Exhibit
10.1 Amendment dated June
11
, 2015 between the Company and Stephen H. Rusckowski.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
June
15
, 2015
QUEST DIAGNOSTICS INCORPORATED
By:
/s/ William J. O'Shaughnessy, Jr.
William J. O'Shaughnessy, Jr.
Secretary
Exhibit 10.1
June 11, 2015
Stephen H. Rusckowski
President and Chief Executive Officer
Quest Diagnostics Incorporated
3 Giralda Farms
Madison, NJ 07940
Re: Amendment
Dear Steve:
This letter (the “Amendment”) is intended to amend the letter dated April 3, 2012 (the “Agreement”) setting forth the terms of your employment by the Company. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Agreement.
Paragraph 1 of the Agreement is amended and restated to read in its entirety as follows:
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1.
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Commencement Date; Term of Employment
. The term of this Agreement and your employment with the Company under this Agreement will commence on July 2, 2012 or such earlier date as the Board of Directors of the Company (the “
Board
”) and you may agree (“
Commencement Date
”) and, subject to earlier termination as provided in Section 11 hereof, the term of this Agreement will end on December 31, 2018;
provided
,
however
, that, the term will be automatically extended (subject to Section 11) for successive additional one (1)-year periods unless, at least six (6) months prior to the end of such initial term or any applicable one (1)-year extended term, the Company or you have notified the other in writing that the term of this Agreement will expire on the last day thereof. For all purposes hereunder, the initial term, as may be so extended, is the “
Term
.” Any employment after the date of expiration of the Term will be at-will.
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Except as expressly set forth herein, this Amendment shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.
This Amendment shall become effective on the date on which the Company shall have received from you a counterpart of this Amendment executed by you. On and after the effective date, any reference to the Agreement contained in the Agreement shall mean the Agreement as amended hereby.
Sincerely,
/s/ Daniel C. Stanzione, Ph.D.
Daniel C. Stanzione, Ph. D.
Chairman of the Board
Agreed and Accepted:
/s/ Stephen H. Rusckowski
Stephen H. Rusckowski
June 11, 2015