form8k.htm
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
April 19, 2010
(Date of earliest event reported)
LABORATORY CORPORATION OF
AMERICA HOLDINGS
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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1-11353 |
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13-3757370 |
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(State or other jurisdiction of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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358 South Main Street, |
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Burlington, North Carolina |
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27215 |
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336-229-1127 |
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(Address of principal executive offices) |
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(Zip Code) |
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(Registrant’s telephone number including area code) |
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:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of |
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Certain Officers; Compensatory Arrangements of Certain Officers |
(e)
The Company announced today that the Compensation Committee of the Board of Directors has approved the amendment of the Company’s Master Senior Executive Change-in-Control Plan (the “Plan”) to remove the provision in the Plan that provides Plan participants with an additional severance payment, or “gross-up,”
to cover excise taxes that Plan participants would otherwise be required to pay in the event of a change in control. In connection with removing this provision, the Plan is being amended to provide that to the extent a participant in the Plan would be subject to the excise tax as a result of any payments made to the participant in connection with a change in control, those payments would be reduced if doing so would provide the Plan participant with a better after-tax result.
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.
LABORATORY CORPORATION OF AMERICA HOLDINGS
Registrant
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By: |
/s/ F. SAMUEL EBERTS III |
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F. Samuel Eberts III |
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Chief Legal Officer and Secretary |
April 19, 2010