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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): March 9, 2026
Quest Diagnostics Incorporated
(Exact Name of Registrant as Specified in
Its Charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-12215 |
|
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16-1387862 |
| (Commission File Number) |
|
|
(I.R.S. Employer Identification No.) |
| |
|
|
|
|
| 500 Plaza Drive |
|
|
|
| Secaucus,
NJ |
|
|
07094 |
| (Address of principal executive offices) |
|
|
(Zip Code) |
| |
|
|
|
|
| |
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(973) 520-2700 |
|
| (Registrant's telephone number, including area code) |
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):
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, $0.01 Par Value |
DGX |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On March 9, 2026, the Board of Directors
(the “Board”) of Quest Diagnostics Incorporated (the “Company”), after considering the recommendation of the Board's
Governance Committee, elected Timothy Wentworth, former chief executive officer of Walgreens Boots Alliance, as a director. The Board
appointed Mr. Wentworth to serve on the Board’s Compensation and Leadership Development Committee and the Board’s Quality
and Compliance Committee.
The Board determined that Mr. Wentworth is an
independent director pursuant to the New York Stock Exchange listing standards and the Company’s independence guidelines, as set
forth in its corporate governance guidelines.
Mr. Wentworth will receive compensation as a
non-employee director in accordance with the Company’s non-employee director compensation practices. As part of that compensation,
Mr. Wentworth received a prorated one-time grant of restricted share units valued at approximately $43,000 upon becoming a member of the
Company’s Board.
Item 7.01. Regulation FD Disclosure.
A copy of the Company’s press release announcing
the election of Mr. Wentworth as a director of the Board is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits
| 99.1 |
Press release dated March 12, 2026. |
| |
|
| 104 |
The cover page from this current report on Form 8-K, formatted in Inline XBRL. |
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.
March 12, 2026
| QUEST DIAGNOSTICS INCORPORATED |
| |
|
| By: |
/s/ Sean D. Mersten |
| |
Vice President and Corporate Secretary |
| |
|
Exhibit 99.1
Quest Diagnostics Elects Timothy Wentworth, Former CEO of
Walgreens Boots Alliance, Evernorth Health Services and Express Scripts, to Board of Directors
SECAUCUS, N.J., March
12, 2026 -- Quest Diagnostics Incorporated (NYSE: DGX), a leading provider of diagnostic information services, today
announced that its board of directors has elected Timothy (Tim) Wentworth, a highly seasoned business leader, to serve as a director.
Including Mr. Wentworth, the company's board has eleven members.
"As a former CEO of several large, publicly traded healthcare
organizations, Tim brings incredible leadership experience to the Quest board,” said Jim Davis, chairman, CEO and president
of Quest Diagnostics. “His depth in the many channels Quest serves, including health plan, employer and consumer, combined with
his real-world operations and HR expertise, makes him an exceptional addition to the Quest team as we work together to create a healthier
world, one life at a time."
Mr. Wentworth, 65, was most recently chief executive
officer (CEO) of Walgreens Boots Alliance, where he helped restructure the company for its sale to Sycamore Partners in mid-2025.
Prior to that, he was founding CEO of Evernorth Health Services, the health services organization of The Cigna Group that partners
with health plans, employers and government organizations to deliver pharmacy, care, and benefit solutions.
In addition, Mr. Wentworth was president and CEO of Express Scripts,
one of the largest pharmacy benefit managers in the United States, following the company's 2012 acquisition of Medco Health Solutions,
where he held roles as group president, employer accounts and president and CEO of Medco’s Accredo Health specialty pharmacy business.
With the Medco transaction, Express Scripts grew into a Fortune 25 company with more than $100 billion in revenues before its acquisition
by Cigna in 2018.
Mr. Wentworth’s experience also includes senior leadership
roles with top consumer brands, including chief operating officer at Mary Kay, Inc., and director roles in human resources at PepsiCo,
Inc.
Timothy M. Ring, lead independent director, added: “Tim
is an accomplished business leader who knows how to run highly complex, industry-leading healthcare companies to generate growth and
value at scale. We are fortunate to welcome him to our board.”
Mr. Wentworth serves on the boards of directors of Walgreens
Holding Company and dfinitiv, and previously served on the boards of Walgreens Boots Alliance, Accredo Health Group,
Express Scripts, and Forge Health. He earned his bachelor’s degree in industrial and labor relations from Cornell University and
an associate in applied science degree in business administration from Monroe Community College.
About Quest Diagnostics
Quest Diagnostics works across healthcare to create a healthier
world, one life at a time. We connect people, from clinicians to consumers, with laboratory insights that illuminate a path to better
health. With a focus on delivering smarter, simpler testing, we help reveal new avenues to identify and treat disease, empower healthy
behaviors and improve healthcare management. Quest Diagnostics serves half the physicians and hospitals in the United States and one
in three American adults each year, and our nearly 57,000 employees work together to deliver diagnostic insights that inspire actions
to transform lives. www.QuestDiagnostics.com
SOURCE Quest Diagnostics
For further information: Dan Haemmerle (Investors): 973-520-2900
or Wendy Bost (Media): 973-520-2800
