Labcorp (NYSE: LH) shareholders back directors, pay and auditor in 2026 votes

Rhea-AI Filing Summary

Labcorp Holdings Inc. reported final voting results from its 2026 Annual Meeting of Shareholders. As of the March 26, 2026 record date, 82,187,046 common shares were outstanding, and 76,382,627 shares were represented in person or by proxy, constituting a quorum.

Shareholders elected all nominated directors to serve until the 2027 annual meeting or until their successors are qualified. They also approved, on an advisory and non-binding basis, the compensation of the company’s named executive officers.

In addition, shareholders ratified the appointment of Deloitte & Touche LLP as Labcorp’s independent registered public accounting firm for the year ending December 31, 2026.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding: 82,187,046 shares Shares represented at meeting: 76,382,627 shares Say-on-pay support: 66,519,291 votes For +4 more

7 metrics

Shares outstanding 82,187,046 shares Common stock issued and outstanding as of March 26, 2026 record date

Shares represented at meeting 76,382,627 shares Shares represented in person or by proxy at 2026 Annual Meeting, constituting a quorum

Say-on-pay support 66,519,291 votes For Advisory vote approving compensation of named executive officers

Say-on-pay opposition 3,735,777 votes Against Advisory executive compensation proposal at 2026 Annual Meeting

Auditor ratification support 76,291,589 votes For Ratification of Deloitte & Touche LLP for year ending December 31, 2026

Adam H. Schechter votes For 65,401,337 votes Director election vote For Adam H. Schechter

Garheng Kong votes For 50,153,535 votes Director election vote For Garheng Kong, M.D., Ph.D.

Key Terms

broker non-votes, advisory (non-binding) vote, independent registered public accounting firm, record date, +1 more

5 terms

broker non-votes financial

"Votes For | Votes Against | Abstentions | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory (non-binding) vote financial

"shareholders approved in an advisory (non-binding) vote, the compensation"

independent registered public accounting firm financial

"ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

record date financial

"As of March 26, 2026, the date of record for determining the shareholders"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

quorum financial

"76,382,627 shares of the Company’s issued and outstanding common stock were represented ... constituting a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Understanding 8-K Material Events →

0000920148false00009201482026-05-212026-05-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

May 21, 2026

(Date of earliest event reported)

LABCORP HOLDINGS INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

1-11353

99-2588107

(State or other jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

358 South Main Street

Burlington

,

North Carolina

27215

(Address of principal executive offices)

(Zip Code)

(Registrant’s telephone number including area code) 336-229-1127

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:

☐			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 Exchange Act:

Title of each class

Trading Symbol

Name of exchange on which registered

Common Stock, $0.10 par value

LH

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 5.07. Submission of Matters to a Vote of Security Holders.

As of March 26, 2026, the date of record for determining the shareholders of Labcorp Holdings Inc. (the “Company”) entitled to vote on the proposals presented at the Company’s 2026 Annual Meeting of the Shareholders (the “Annual Meeting”), there were 82,187,046 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. The holders of 76,382,627 shares of the Company’s issued and outstanding common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum. The proposals presented at the Annual Meeting are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2026 (the “Proxy Statement”). The vote results detailed below represent final results as certified by the Inspector of Elections.

Proposal 1.

The Company’s shareholders elected the following persons, who were listed in the Proxy Statement, to the Board of Directors of the Company (the “Board”) to hold office for the term expiring at the 2027 Annual Meeting of Shareholders or until their successors are elected and qualified or until their earlier death, resignation, or removal:

			Votes For						Votes Against						Abstentions						Broker Non-Votes
Adam H. Schechter			65,401,337						4,958,626						199,252						5,823,412
Kerrii B. Anderson			65,239,780						5,292,331						27,104						5,823,412
Victor Bulto			70,498,948						34,977						25,290						5,823,412
Jeffrey A. Davis			70,478,919						56,436						23,860						5,823,412
Kirsten M. Kliphouse			70,499,628						36,211						23,376						5,823,412
Garheng Kong, M.D., Ph.D.			50,153,535						20,110,931						294,749						5,823,412
Peter M. Neupert			65,976,598						4,555,882						26,735						5,823,412
Richelle P. Parham			67,776,302						2,757,710						25,203						5,823,412
Paul B. Rothman, M.D.			70,194,447						340,176						24,592						5,823,412
John H. Sampson, M.D., Ph.D.			70,465,205						70,221						23,789						5,823,412
Kathryn E. Wengel			70,186,853						348,897						23,465						5,823,412

Proposal 2.

The Company’s shareholders approved in an advisory (non-binding) vote, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:

Votes For			Votes Against			Abstentions			Broker Non-Votes
66,519,291			3,735,777			304,147			5,823,412

Proposal 3.

The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The votes regarding this proposal were as follows:

Votes For			Votes Against			Abstentions			Broker Non-Votes
76,291,589			53,650			37,388			—

SIGNATURES

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.

LABCORP HOLDINGS INC.

Registrant

Date: May 26, 2026			By:			/s/ KATHRYN W. KYLE
						Kathryn W. Kyle
						Executive Vice President, Chief Legal Officer and Corporate Secretary

FAQ

How many Labcorp (LH) shares were eligible to vote at the 2026 Annual Meeting?

A total of 82,187,046 shares of Labcorp common stock were issued, outstanding, and entitled to vote as of March 26, 2026, the record date for determining shareholders entitled to vote at the 2026 Annual Meeting.

Did Labcorp (LH) have a quorum at its 2026 Annual Meeting of Shareholders?

Yes, Labcorp reached a quorum with 76,382,627 shares represented in person or by proxy. This level of participation from issued and outstanding common stock allowed official business and voting to proceed at the 2026 Annual Meeting.

Were all Labcorp (LH) director nominees elected at the 2026 Annual Meeting?

Yes, all listed director nominees were elected to the Board. Each nominee received more votes “For” than “Against,” with additional abstentions and broker non-votes reported, and will serve until the 2027 Annual Meeting or until a successor is elected.

How did Labcorp (LH) shareholders vote on executive compensation in 2026?

Shareholders approved the compensation of Labcorp’s named executive officers in an advisory, non-binding vote. The results were 66,519,291 votes For, 3,735,777 Against, 304,147 Abstentions, and 5,823,412 broker non-votes on this say-on-pay proposal.

Which auditing firm did Labcorp (LH) shareholders ratify for the 2026 fiscal year?

Shareholders ratified Deloitte & Touche LLP as Labcorp’s independent registered public accounting firm for the year ending December 31, 2026. The vote totals were 76,291,589 For, 53,650 Against, and 37,388 Abstentions, with no broker non-votes reported.

What does the advisory say-on-pay vote mean for Labcorp (LH) in 2026?

The advisory say-on-pay vote shows shareholders supported the company’s executive pay practices. While non-binding, the 66,519,291 For votes versus 3,735,777 Against provide feedback to the Board on compensation of Labcorp’s named executive officers.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB