Laboratory Corporation of America Holdings
Extract: Bylaws Amendment (Plain English Desc) from a 8-K on 02/06/2020   Download
SEC Document
SEC Filing

On February 5, 2020, the Board of Directors (the “Board”) of Laboratory Corporation of America® Holdings (“LabCorp”) approved an amendment (the “Amendment”) to LabCorp’s Amended and Restated By-Laws (the “By-Laws”), effective as of such date, to provide its stockholders with the right to call a special meeting of stockholders. Prior to this amendment, LabCorp’s By-Laws provided that only the Board could call special meetings of stockholders.

The Amendment requires the majority of the entire Board, following the receipt of a written request by one or more stockholders who have owned at least 25% of LabCorp’s voting stock continuously for one year, to call a special meeting of stockholders, subject to the requirements and procedures set forth in the Amendment. These requirements and procedures include, among other things, provisions relating to the stockholder ownership conditions required to request a special meeting, the procedural requirements to request a special meeting (including applicable time periods), and the circumstances under which the Board can decline to hold a requested special meeting.