Laboratory Corporation of America Holdings (Name of Registrant As Specified in Its Charter)
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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.14a-12 Laboratory Corporation of America Holdings (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Table of Contents Table of Contents DEAR SHAREHOLDER: “In 2020, we have a clear strategy that is focused on our customers and leverages our science, technology, and delivery to improve health and improve lives.” ADAM H. SCHECHTER On behalf of management and the board of directors, we thank you for I am pleased to report that we had a strong 2019, a year where we your investment in Laboratory Corporation of America Holdings. It is my delivered solid revenue growth, adjusted EPS, and free cash flow. During pleasure to invite you to join us for the 2020 Annual Meeting of LabCorp, the year, we continued to invest in our businesses for growth and being held on Wednesday, May 13, 2020, at 9:00 a.m. Eastern Daylight productivity, while generating over $1.4 billion in operating cash flows and Time. The 2020 Annual Shareholder Meeting will be webcast live at over $1 billion in free cash flow (operating cash flows less capital www.virtualshareholdermeeting.com/LH2020, during which time you will expenditures) that was deployed to strategic tuck-in acquisitions and share be able to vote your shares electronically and submit your questions. repurchases. 2019 brought many exciting changes for LabCorp as we continue to In 2020, we have a clear strategy that is focused on our customers and leverage the power of our combined Diagnostics-Drug Development leverages our science, technology, and delivery to improve health and capabilities. Embarking on the fifth anniversary of our acquisition of improve lives. We believe we are positioned to play a larger role in the Covance, we are seeing that the power of our Diagnostics-Drug rapidly evolving healthcare environment by supporting customers’ Development business lines combination is translating into unique transition to value-based care, streamlining the drug development process, solutions for patients, customers, and partners, positioning us to deliver and creating a leading and differentiated consumer experience, which we growth and shareholder value in the years ahead. expect will drive growth and shareholder value in 2020 and beyond. With my transition into the role of President and Chief Executive Officer, I An important component to our success is our long-standing commitment am committed to continuing our mission and I look forward to to strong corporate governance practices. These practices provide an strengthening our leadership position in global life sciences as we important framework within which our board and management pursue the execute our strategy. LabCorp celebrated its 50th anniversary in 2019 – a strategic objectives of LabCorp and ensure the Company’s long-term remarkable accomplishment for a company that started as a laboratory in vitality for the benefit of our shareholders. As part of our ongoing a former hospital and is now doing business in approximately 100 shareholder engagement efforts, since our 2019 Annual Meeting of countries around the world. The transformation of the Company under Shareholders, senior management engaged with shareholders Dave King’s leadership has been remarkable, and we look forward to representing more than 75 percent of the Company’s outstanding shares. building on our strong foundation for continued success. We are deeply Discussions with our shareholders were primarily focused on a review of grateful for Dave’s leadership and service. our performance and differentiated capabilities, our transformational strategy to become a leading global life LABORATORY CORPORATION OF AMERICA HOLDINGS • 2020 Proxy Statement Table of Contents sciences company, our corporate governance practices, including tenure, We invite you to review the detailed information beginning on page 29 diversity, and environmental practices, enterprise risk management and about the skills and qualifications of our director nominees and why we human capital management, cybersecurity, our executive compensation believe they are the right people to oversee the long-term performance and program, and industry dynamics. We value our shareholders’ input and overall success of our Company, and our Compensation Discussion and we continuously strive to increase our level of shareholder engagement, Analysis, which begins on page 37. including by involving our Lead Independent Director as well as other members of the board of directors in meetings with our largest Your vote is very important to us. Whether or not you plan to participate in shareholders. Feedback from these meetings is regularly reported to the the 2020 Annual Meeting, it is important that your shares are represented full Board of Directors to ensure all directors have the benefit of our and voted at the meeting. I urge you to promptly vote and submit your shareholders’ perspectives. proxy via the Internet, by phone, or, if you receive paper copies of the proxy materials by mail, by following the instructions on the proxy card or Our shareholder engagement includes input on our executive voting instruction card. compensation, which is incorporated in the Compensation Committee’s annual review of our compensation program. We continue to maintain an As I write this letter, LabCorp and other commercial labs, healthcare executive compensation program that creates strong alignment between providers, and government authorities are working together to respond to our executives’ pay and the performance of the Company and we are the novel coronavirus (COVID-19) public health crisis. We are committed to committed to refining our compensation program to incentivize our improving patient health and improving patient lives in the work we do leaders and align with our strategy, the key value drivers of our business, every day, and during this unprecedented health crisis our people are and the expectations of our shareholders. The Board of Directors working hard to increase test capacity. For updates on LabCorp’s efforts believes our current compensation program, which is focused on and COVID-19, I invite you to visit our website LabCorp.com. performance-based and variable compensation, achieves this objective. On behalf of the Board of Directors, I would like to express our appreciation I hope you will join us for the 2020 Annual Meeting, which will be a virtual for your continued investment in LabCorp. We look forward to your meeting of shareholders to be held over the Internet, during which you participation during the 2020 Annual Meeting. will be able to vote your shares electronically and submit your questions. Sincerely, At the 2020 Annual Meeting, we will ask you to (1) elect nine director nominees named in the attached proxy statement to our Board of Directors, (2) approve, on a non-binding advisory basis, executive compensation, (3) ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending Adam H. Schechter December 31, 2020, (4) vote upon one shareholder proposal, and (5) act President and Chief Executive Officer on any other business matters properly brought before the meeting. April 1, 2020 LABORATORY CORPORATION OF AMERICA HOLDINGS • 2020 Proxy Statement Table of Contents NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERS ITEMS OF BUSINESS To elect nine directors from among the nominees named in the attached Proxy Statement. DATE 1 Wednesday, May 13, 2020 To approve, on a non-binding advisory basis, executive 2 compensation. To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending TIME 3 December 31, 2020. 9:00 a.m., Eastern Daylight Time To vote upon one shareholder proposal described in the attached 4 Proxy Statement, if properly presented. To consider any other business properly brought before the 2020 WHERE Annual Meeting. The 2020 Annual Meeting will be a virtual meeting of 5 shareholders to be held as a live webcast over the Internet at: www.virtualshareholdermeeting.com/LH2020. PROXY VOTING Your vote is important. We encourage you to mark, date, sign and return the enclosed proxy/voting instruction card or, if you prefer, to vote by telephone or by using the Internet. RECORD DATE March 25, 2020 Only shareholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the April 1, 2020 2020 Annual Meeting. By Order of the Board of Directors Sandra D. van der Vaart Secretary Important notice regarding the availability of proxy materials for the 2020 Annual Meeting of Shareholders to be held on May 13, 2020.