Labcorp Holdings, Inc. | Independent Board Chairman at Labcorp Holdings, Inc.

Status
Omitted
Previous AGM date
Resolution details
Lead filer
John Chevedden
Resolution ask
Amend board structure
ESG theme
  • Governance
ESG sub-theme
  • CEO / chair duality
Type of vote
Shareholder proposal
Filer type
Shareholder
Company HQ country
United States
Resolved clause
Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary including the Corporate Governance Guidelines, to require that the Chairman of the Board and the office of the CEO be held by two separate people as soon as possible. The Chairman of the Board shall be an Independent Director. An independent Lead Director shall not be a substitute for an independent Board Chairman. The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman on an accelerated basis. This policy could be phased in when there is a contract renewal for the current CEO or for the next CEO transition although it is better to adopt it now to obtain the maximum benefit. An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. This detached perspective allows the chairman to focus on shareholder interests, strengthen management accountability, and provide critical checks and balances, ultimately contributing to long term sustainability and credibility. An independent Board Chairman could help Labcorp deal with its declining stock price. Labcorp stock was at $317 in 2021 and only at $265 in late 2025 despite a robust stock market. An independent Board Chairman could also help Labcorp deal with headwinds like those that emerged in 2025: • Labcorp’s Q3 2025 revenue of $3.56

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