"Shareholders ask our Board of Directors to remove the current provision that considers the voice of certain Quest Diagnostics shareholders as non-shareholders. Currently all shares not held for one continuous year are considered non-shareholders if they seek to call for a special shareholder meeting on an important matter.



The current one-year exclusion for all shares held for less than one continuous year makes the current so-called shareholder right to call for a special shareholder meeting useless. There is no point to have useless right on the books of DGX.



The reason to enable all shareholders to call for a special shareholder meeting is to allow one shareholder or a group of shareholders to quickly acquire DGX shares to equal the challenging 15% share ownership requirement of all shares outstanding to call for a special shareholder meeting when there is an urgent matter to consider in order to incentivize a turnaround of DGX.



The best strategies for turning around a company do not necessarily come from a company’s existing shareholders.



If DGX is in an emergency situation, DGX shareholders and potential DGX shareholders will not even consider acquiring more shares in order to call for a special shareholder meeting, if they have wait one-year to call for a special shareholder meeting. A one-year holding period makes no sense. An emergency demands an immediate response.



The fact that one shareholder or a group of shareholders can quickly acquire more shares to call for a special shareholder meeting is an incentive for DGX Directors to avoid such an emergency situation in the first place since the continued service of certain DGX Directors could be terminated by a special shareholder meeting. This is a good incentive for the DGX Directors to have for the benefit of all shareholders.



At minimum this proposal alerts shareholders to the severe limitation on the current DGX special shareholder meeting rules.

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