Notice of 20132014 Annual Meeting of Stockholders
Quest Diagnostics Incorporated
Three Giralda Farms
Madison, New Jersey
May 21, 2013,2014, 10:30 a.m. local time

April 11, 201310, 2014

Dear Fellow Stockholder:

It is my pleasure to invite you to attend Quest Diagnostics’ 20132014 Annual Meeting of Stockholders. At the meeting, stockholders will vote on:

Attendance at the meeting is limited to stockholders of record at the close of business on March 22, 2013,24, 2014, or their duly appointed proxy holder.

We enclose our proxy statement, our Annual Report and a proxy card.Your vote is very important. Whether or not you plan to attend the meeting, I urge you to submit your proxy. Most stockholders may submit a proxy via mail, telephone or the Internet. Instructions on how to submit your proxy are included with your proxy card and these proxy materials. Please submit your proxy promptly.

Thank you for your continued support of Quest Diagnostics.

Table of ContentsTABLE OF CONTENTS

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		Page
Additional Information Regarding Executive Compensation								3738
Risk Assessment					3738
20122013 Summary Compensation Table					3738
20122013 Grants of Plan-Based Awards Table					4041
Narrative Disclosure to 20122013 Summary Compensation Table and 20122013 Grants of Plan-Based Awards Table					4142
Outstanding Equity Awards at 20122013 Fiscal Year-End					44
2012 Option Exercises and Stock Vested Table					45
2012 Pension Benefits2013 Option Exercises and Stock Vested Table					46
20122013 Pension Benefits					46
2013 Nonqualified Deferred Compensation Table					47
20122013 Potential Payments Upon Termination or Change in Control					4847
Section 16(a) Beneficial Ownership Reporting Compliance					5251
Equity Compensation Plan Information					51
Additional Matters to be Considered at the Annual Meeting					52
Proposal No. 2—Ratification of Appointment of the Company’s Independent Registered Public Accounting Firm					52
Policy on Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Registered Public Accounting Firm					53
Fees and Services of PricewaterhouseCoopers LLP					53
Report of The Audit and Finance Committee					53
Proposal No. 3—Amending Quest Diagnostics’ Certificate of Incorporation to Institute the Annual Election of All DirectorsRemove Supermajority Voting Provisions					55
Proposal No. 4—Amending Quest Diagnostics’ Certificate of Incorporation to EliminatePermit Stockholders to Cause the Series A Junior Participating Preferred StockCompany to Call Special Meetings					5756
Proposal No. 5—Advisory Resolution to Approve Executive Compensation					5857
Proposal No. 6—Stockholder Proposal Regarding Simple Majority Vote RightFrequently Asked Questions					59
Proposal No. 7—Stockholder Proposal Regarding Vesting of Equity Awards					60
Frequently Asked Questions					62

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20132014 PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

Annual Meeting of Stockholders

Meeting Agenda and Voting Matters

Management Proposals

Ratify the Appointment of Independent Registered Accounting Firm for 2013. We are asking our stockholders to ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2013.

Amending the Certificate of Incorporation to Institute the Annual Election of All Directors. We are asking our stockholders to approve an amendment to our Certificate of Incorporation to institute the annual

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election of all directors. The amendment would eliminate the classification of the Board beginning in 2014 and concluding in 2016.

Amending the Certificate of Incorporation to Eliminate the Series A Junior Participating Preferred Stock. We are asking our stockholders to approve an amendment to our Certificate of Incorporation to eliminate the Company’s Series A Junior Participating Preferred Stock. This preferred stock was authorized in 1996 in connection with a stockholders rights plan; the rights plan has expired and the preferred stock was never issued and no longer serves a purpose. Eliminating this preferred stock would have the effect of returning the shares constituting such series (1,300,000 shares) to the general pool of preferred stock available to be issued under our Certificate of Incorporation.

Advisory Resolution to Approve Executive Compensation. We are asking our stockholders to approve, on an advisory basis, our named executive officer compensation. The Board recommends a FOR vote because, among other reasons, our executive compensation program aligns the interests of our executive officers with the interest of our stockholders and is designed to pay for performance.

Board Nominees

The following table provides summary information about our directors.directors who are not retiring. The first three are the Board’s nominees for election at the annual meeting; the rest remain in office. In 2012,2013, each of our incumbent directors attended at least 75% of the meetings of the Board and the Board committees on which he or she serves.

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Name

Age

Director Since

Occupation

Experience/ Qualification

Independent

Committee Memberships

Other Public Company Boards

AFC

CC

GC

QSC

EX

Jenne K. Britell, Ph.D.

70

2005

Senior Managing

•

Finance

Y

FE

M

•

Crown

Director, Brock

•

Executive

Holdings, Inc.

Capital Group

•

Advisory

•

United

•

Capital Markets

Rentals, Inc.

•

International

•

Strategic

Planning

Gail R. Wilensky, Ph.D.

69

1997

Senior Fellow,

•

Private

Y

M

C

•

United

Project Hope

Enterprise

•

Healthcare

•

Healthcare

Corporation

•

Government

•

Strategic Planning

John B. Ziegler

67

2000

Former President,

•

Sales

Y

M

M

•

N/A

Worldwide

•

Marketing

Consumer

•

International

Healthcare,

•

Strategic

GlaxoSmithKline

Planning

Management Proposals

Ratify the Appointment of Independent Registered Accounting Firm for 2014. We are asking our stockholders to ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2014.

Amend the Certificate of Incorporation to Remove Supermajority Voting Requirements. We are asking our stockholders to approve an amendment to our Certificate of Incorporation to remove supermajority voting requirements.

Amend the Certificate of Incorporation to Permit Stockholders to Cause the Company to Call Special Meetings. We are asking our stockholders to approve an amendment to our Certificate of Incorporation to permit stockholders to cause the Company to call special meetings.

Advisory Resolution to Approve Executive Compensation. We are asking our stockholders to approve, on an advisory basis, our named executive officer compensation.

Executive Compensation Highlights

The chart above describesoutlines the main components of the compensation ofprogram for our current executive officers. The objective of our executive compensation program is to attract and retain talented executives who have the skills and experience required to help us achieve our strategic objectives and advance the long-term interests of our stockholders. The compensation opportunity for our named executive officers is directly tied to corporate performance, including both financial and non-financial results, and individual performance.

The Board of Directors is firmly committed to pay for performance and in 20122013 took numerousadditional steps to strengthen itsour executive officer compensation program and to enhance the alignment of pay and performance. See “Compensation Discussion and Analysis” beginning on page 17.18.

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				of stockholder concerns regarding executive compensation levels. Mr. Guinan’s base salary, annual incentive award and ongoing long-term compensation were near the median of compensation packages provided at the time to executives in comparable positions in the Company’s peer group and were significantly lower than the compensation package of our prior Chief Financial Officer.
•				In 2013, for the second consecutive year, the Compensation Committee enhanced our senior management retention and ownership guidelines. After considering a stockholder request, we adopted a policy that if a named executive officer satisfies the minimum share ownership requirements in our guidelines, our Compensation Committee will monitor future equity awards to that person to assure that the interests of the named executive officer and stockholders continue to be significantly aligned and, if warranted, adjust the minimum share ownership requirements or add retention requirements. In addition, the Compensation Committee expanded the employees covered by the guidelines.
•				In August 2013, after considering a stockholder proposal, the Compensation Committee approved a new approach to vesting of the Company’s equity awards in our equity program to increase the portion allocated to performance shares and stock options and decreasechange in control context. The new approach provides for “double trigger” vesting in connection with a change in control.
•				In August 2013, the percentage allocated to restricted stock units. The totalCompensation Committee also approved an enhanced form of employee equity award now consistsagreement. The enhanced form of 40% stock options, 40% performance sharesagreement, which includes the double trigger vesting discussed in the preceding bullet, increased the alignment of employee and 20% restricted stock units.stockholder interests, reduced costs, reduced regulatory and tax issues and simplified the form of agreement.

Payouts for our annual incentive awards and performance share awards demonstrate how we align pay for our named executive officers with performance.

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				growth.ended December 31, 2012 paid at 33% of target. The Board believes, based on a study conducted by an independent consultant, thatperformance measure for these metrics are highly correlated with long-term stockholder value creation.awards was the compound annual growth rate of the Company’s fully diluted EPS from continuing operations during the performance period.
•				In 2012, the Board reduced the value of the equityOur performance share awards of our named executive officers (other than Mr. Rusckowski) for the second consecutive year. The Board believed that the reduction was appropriate3-year performance period ended December 31, 2013 were cancelled without payout, based on itsthe Company’s failure to meet threshold performance criteria during the performance period. The performance measure for these awards was the compound annual review of competitive pay practices and in lightgrowth rate of the Company’s executive compensation philosophy.income from continuing operations during the performance period.

The 2013 compensation of our named executive officers is set forth in the tables, including the 2013 Summary Compensation Table, beginning at page 38.

2013 Business Performance Highlights

In 2013, we executed our 5-point strategy launched in November 2012. 2013 was a building year. Despite a challenging environment, we implemented a great deal of change in a very short time and made good progress.

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				to 2011, surpassing the original Invigorate goal established in 2011 a highly qualified new President and Chief Executive Officer, Mr. Rusckowski, whose compensation is loweryear earlier than the compensation of the prior President and Chief Executive Officer and whose employment agreement is responsiveplanned. We now anticipate run-rate savings approaching $700 million, compared to stockholder concerns. In addition, no portion of Mr. Rusckowski’s 2013 compensation is guaranteed. Other than Mr. Rusckowski’s base salary, all of his 2013 compensation is performance based. His 2013 annual cash incentive and performance share awards are payable only upon achievement of objective performance metrics.2011.
•				The Board eliminated tax gross-ups fromSimplify the organization to enable growth and productivity. We revised our Executive Officer Severance Plan.senior management team and restructured our organization to eliminate silos in our core business and provide for leadership in defined geographies. These changes included the elimination of three management layers and over 500 management positions.
•				The Board adopted an incentive compensation recoupment (or “clawback”) policy.Refocus on diagnostics information services.We are refocusing on diagnostic information services. We sold our HemoCue and Enterix diagnostic products businesses and the ibrutinib royalty rights, generating approximately $800 million in gross proceeds.
•				The Board enhanced the share ownership guidelines for our executives that it originally adopted in 2005.
•				No executive has a supplemental executive retirement plan.
•				Deliver disciplined capital deployment.In 2013, the Board reduced the value of the equity awards of our named executive officers (otherwe returned more than Mr. Rusckowski) for the third consecutive year, and, absent a change in responsibilities, no named executive officer is receiving an increase in base salary for 2013.

These items are discussed in “Compensation Discussion and Analysis” beginning on page 17, including in “Executive Summary” beginning on page 17. The 2012 compensation of our named executive officers is set forth in the tables, including the 2012 Summary Compensation Table, beginning at page 37.

2012 Business Performance Highlights

These items are discussed in “Compensation Discussion and Analysis—Executive Summary—2012 Strategic Repositioning and Performance”Summary” beginning on page 18.

20142015 Annual Meeting

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PROXY STATEMENT

QUEST DIAGNOSTICS INCORPORATED
Three Giralda Farms
Madison, New Jersey 07940

This proxy statement and form of proxy and voting instructions are furnished in connection with the solicitation of proxies by Quest Diagnostics Incorporated (“Quest Diagnostics,” the “Company,” “we” or “our”) on behalf of the Board of Directors (the “Board”) for the 20132014 Annual Meeting of Stockholders. These materials are being mailed starting on or about April 11, 2013.10, 2014.

Proposal No. 1—Election of Directors

The Board currently has nineten directors divided into three classes. MembersOur Board is becoming declassified, so that in 2016, all directors will be elected annually.

William F. Buehler, whose term expires in 2014, has informed the Company that he will retire when his term expires at the 2014 annual meeting, and will not stand for re-election. Upon Mr. Buehler’s retirement, the size of the board will be reduced to nine (9) directors and the class of directors elected at the 2014 annual meeting will be reduced from four (4) to three (3).

At last year’s annual meeting, our stockholders approved an amendment to our certificate of incorporation to institute the annual election of directors; previously, directors were divided into three classes, with members of each class serve for aelected to three-year term. Stockholders elect oneterms. Pursuant to our transition to annual election of all directors, members of the class of directors elected at eachthe 2014 annual meeting. meeting will serve a one-year term, expiring in 2015. Members of the classes of directors elected in 2012 and 2013 were elected for three-year terms and will complete those terms.

Each director holds office until his or her successor has been elected and qualified or the director’s earlier resignation, death or removal. The biographies of each of the nominees and continuing directors below contain information regarding the person’s service as a director of the Company, business experience, other director positions and the experience, qualifications, attributes and skills that led the Board to conclude as of the date of this proxy statement that the person should serve as a director of the Company.

Nominees for Election

Based onAfter considering the recommendation of the Governance Committee, the Board nominated three individualsMr. Main, Mr. Ring and Dr. Stanzione to serve as directors for a term expiring at the 20162015 annual meeting. Each nominee currently is a director of the Company whose term expires at the 20132014 annual meeting. The Board believes that each nominee possesses the qualities and experience that nominees should possess in accordance with the Company’s Corporate Governance Guidelines, which set forth the Board’s philosophy regarding Board composition and identify key qualifications and other considerations (the relevant portion of the Company’s Corporate Governance Guidelines is set forth below in the section entitled “Information About Our Corporate Governance—Board Nomination Process” beginning on page 7.)7). Each nominee has consented to serve if elected.

Mr. Main became a director after our last annual meeting. The Governance Committee’s third party search firm recommended several candidates, including Mr. Main, as potential director candidates to the Governance Committee. The Governance Committee unanimously recommended to the Board that Mr. Main be elected a director, and the Board unanimously elected Mr. Main, effective January 10, 2014.

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Directors with Terms Expiring at the 20132014 Annual Meeting