🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Labcorp Holdings Inc. Think of it as a detailed "shareholder guidebook" sent ahead of the annual meeting. It explains what the company did in 2025, who runs it, how they are paid, and what shareholders need to vote on. It’s required by the SEC to ensure transparency.

👉 Your Role: As a shareholder, this document gives you the information you need to vote on key issues like electing the board of directors and approving executive pay.

🏢 What The Company Does

In simple terms, Labcorp is a global laboratory giant. They are the people who process your blood tests, help develop new drugs, and provide crucial health insights to doctors and patients.

Business Model: They operate through two main segments: Diagnostics Laboratories (clinical testing for patients) and Biopharma Laboratory Services (supporting drug development for pharmaceutical companies).
Scale: They serve ~100 countries, have ~71,000 employees, and performed over 750 million tests in 2025. They are deeply embedded in healthcare—their work was involved in over 85% of new FDA-approved drugs.

💰 2025 Performance Highlights

Labcorp frames its year as one of strong financial and operational performance.

Revenue: $14.0 Billion for Fiscal Year 2025.
Strategic Growth: They signed or closed 13 acquisitions/partnerships in 2025 to strengthen their position with hospitals and regional labs.
Innovation: Launched more than 130 new tests, focusing on high-growth areas like oncology, neurology, and women's health.
Technology Push: Deployed AI tools like an "AI Test Finder" for doctors and "Global Trial Connect" to make clinical trials more efficient.

🚀 Key Moves & Strategic Direction

The company is focused on several priorities to drive future growth.

Becoming the Partner of Choice: Actively expanding through deals with hospital systems and regional labs.
Leading in Specialty Testing: Moving beyond routine tests into more complex, high-value diagnostics.
Leveraging Technology & AI: Using artificial intelligence to improve patient access, clinical efficiency, and trial management.
Global Expansion: Using its scale to grow its specialty testing and biopharma services internationally.

📦 Governance & Board Structure

This section explains how Labcorp is governed, which is a major focus of this proxy.

Board Composition: The board has 11 nominees. It is highly independent (10 of 11 are independent directors) and diverse (7 are women or from underrepresented ethnic/racial groups).
Leadership Structure: Adam H. Schechter is both Chairman and CEO. To ensure strong independent oversight, Garheng Kong, M.D., Ph.D. serves as the Lead Independent Director and Vice Chairman.
Board Refreshment: The board is actively updating its membership. Two new directors joined in late 2025 and early 2026: Victor Bulto (President of Novartis US) and John H. Sampson, M.D., Ph.D. (medical school dean and neurosurgeon).

🗳️ What Shareholders Are Voting On

The annual meeting on May 21, 2026, will have three main proposals:

Election of 11 Directors: You vote on the entire board slate listed in the document.
Advisory Vote on Executive Compensation ("Say-on-Pay"): A non-binding vote to approve how the top executives are paid. Last year, ~92% of votes supported the company's pay plan.
Ratification of Auditors: Approve Deloitte & Touche LLP as the independent accounting firm for 2026. The fees for their 2025 audit work totaled about $3.45 million.

⚖️ Corporate Responsibility & Ethics

Labcorp dedicates significant space to its ESG (Environmental, Social, and Governance) efforts, showing what investors care about.

Environmental Goals: They report progress on reducing emissions and water use. They earned an "A-" rating from the CDP for climate change.
Talent Investment: Raised the U.S. minimum wage to $17.75/hour, invested $103 million in merit increases, and offers extensive training and wellbeing programs.
Community Impact: Through its charitable foundation, it awarded over 190 grants in 2025 and runs employee volunteer programs.

🔮 What's Next & Key Dates

Annual Meeting: Thursday, May 21, 2026, at 9:00 a.m. ET. It will be a virtual meeting at www.virtualshareholdermeeting.com/LH2026.
Record Date: You must have been a shareholder by March 26, 2026, to vote.
Action Required: You need to submit your proxy vote by Internet, phone, or mail before the meeting.

🧠 The Analogy

Labcorp's annual proxy is like a combination of a corporate "report card" and a "town hall agenda." The report card (the 2025 highlights) shows shareholders the grades in revenue, innovation, and ethics. The town hall agenda (the voting items and governance details) tells the community what decisions need to be made and who is responsible for steering the ship forward.

🧩 Final Takeaway

Labcorp is presenting itself as a stable, mission-driven leader that delivered strong 2025 results while actively modernizing its board and technology. The core request to shareholders is to endorse its current leadership and strategic direction by voting "FOR" the director slate, the executive pay plan, and the auditors. The detailed governance and ESG sections are designed to build confidence in the company's long-term stewardship.

LABCORP HOLDINGS INC. — DEF 14A Filing