UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

the Securities Exchange Act of 1934 (Amendment

(Amendment No.     )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Laboratory Corporation of America Holdings

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Laboratory Corporation of America® Holdings 358 South Main Street Burlington, NC 27215 Telephone:336-229-1127 March 29, 2019		(2)	Form, Schedule or Registration Statement No.:

Dear Shareholder:

I am pleased to report that Laboratory Corporation of America^® Holdings

358 South Main Street

Burlington, NC 27215

Telephone:336-229-1127

March 31, 2017

Dear Shareholder: had another record year in 2018, with strong operational and financial performance across a broad range of measures. We are also seeing that the power of our integrated Diagnostic-Drug Development business is translating into unique solutions for patients, customers, and partners, positioning us to deliver healthcare innovation, growth and shareholder value in the years ahead.

I hope you will join us for the 20172019 Annual Meeting of Shareholders of Laboratory Corporation of America Holdings, which will be held on Thursday, May 11, 20179, 2019 at 9:00 a.m. The 2019 Annual Meeting will be a completely virtual meeting of shareholders to be held over the Internet, during which you will be able to vote your shares electronically and submit your questions during the live webcast of the meeting.

At the 2019 Annual Meeting, we will ask you to: 1)to (1) elect tennine director nominees named in the attached proxy statement to our Board of Directors; 2)Directors, (2) approve, on anon-binding advisory basis, executive compensation; 3) recommend, on anon-binding advisory basis, the frequency of futurenon-binding executive compensation, votes; 4)and (3) ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2017; and 5) vote on a shareholder proposal described in the Proxy Statement (if properly presented at the meeting).2019. We will also discuss any other business matters properly brought before the meeting.

In reviewing the Proxy Statement, you will find detailed information beginning on page 1821 about the qualifications of our director nominees and why we believe they are the right people to represent you.

As discussed in our Compensation Discussion and Analysis, which begins on page 24,28, we continue to maintain an executive compensation program that creates strong alignment between our executives’ pay and the performance of the Company. Over the past several years, ourOur compensation program has evolvedcontinually evolves to better align with our changing business and industry, as well as to reflect feedbackinput we have received from our shareholders. The Board believes our current compensation program, which is highlyfocused on performance-based and variable compensation, incentivizes our management team to execute on our strategic goals and is strongly aligned with the interests of our shareholders.

As part of our ongoing shareholder engagement efforts, since our 2016 annual meeting,2018 Annual Meeting of Shareholders, senior management engaged with shareholders representing more than 7675 percent of the Company’s outstanding shares. Discussions with our shareholders were primarily focused on a review of our performance and differentiated capabilities, our transformational strategy to become a leading global life sciences company, our corporate governance practices, including tenure, diversity and environmental practices, cybersecurity and our executive compensation program. ListeningWe value our shareholders’ input and perspectives and we continuously strive to increase our level of shareholder engagement, including by involving our Lead Independent Director as well as other members of the board of directors in meetings with our largest shareholders. Our directors who do not directly participate in these meetings still receive the benefit of our shareholders’ perspectives because we regularly report to our shareholders, in January 2017 our Board of Directors adopted proxy access, which permits eligible shareholders to submit director nominees to be included inon the Company’s proxy statement, commencing with the 2018 annual meeting.input received.

Your vote is very important to us. Whether or not you plan to participate in the 2019 Annual Meeting, it is important that your shares are represented and voted at the meeting. I urge you to promptly vote and submit your proxy via the Internet, by phone, or, if you receive paper copies of the proxy materials by mail, by following the instructions on the proxy card or voting instruction card.

On behalf of the Board of Directors, I would like to express our appreciation for your continued ownership ofinvestment in LabCorp. We look forward to your participation during the 20172019 Annual Meeting.

Sincerely,

David P. King

Chairman of the Board,

President and Chief Executive Officer

Notice of 20172019 Annual Meeting

of Shareholders

Thursday, May 11, 20179, 2019

9:00 a.m., Eastern Daylight Time

The 20172019 Annual Meeting will be a completely virtual meeting of shareholders to be held as a live webcast over the Internet at LH.onlineshareholdermeeting.com.www.virtualshareholdermeeting.com/LH2019.

ITEMS OF BUSINESS:

RECORD DATE:

March 14, 2017.22, 2019. Only shareholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the 2019 Annual Meeting.

PROXY VOTING:

Your vote is important. We encourage you to mark, date, sign and return the enclosed proxy/voting instruction card or, if you prefer, to vote by telephone or by using the Internet.

March 31, 201729, 2019

By Order of the Board of Directors

F. Samuel Eberts IIISandra D. van der Vaart

Secretary

Important notice regarding the availability of proxy materials for the 2019 Annual Meeting of Shareholders to be held on May 11, 2017.9, 2019. Our Proxy Statement and Annual Report to Shareholders are available at www.proxyvote.com.

TABLE OF CONTENTS

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. Page references are supplied to help you find further information in this Proxy Statement.

Annual Meeting of Shareholders

Voting Matters and Vote Recommendation (page 5)6)

The following table summarizes the proposals to be considered at the 2019 Annual Meeting and the Board’s voting recommendation with respect to each proposal.

How to Cast Your Vote (page 6)7)

You can cast your votes by any of the following methods:

PROXY SUMMARY

Corporate Governance (page 9)

LabCorp is committed to strong corporate governance practices, including:

Director Nominees (page 18)21)

The following table provides summary information about each director nominee.

LabCorp is committed to strong corporate governance practices, including annual election of directors by majority vote, a Lead Independent Director with a clearly defined role and responsibilities, an annual self-assessment by the Board, and, commencing with the 2018 annual shareholder meeting, proxy access to allow eligible shareholders to submit nominees to be included in the Company’s Proxy Statement.

Executive Compensation (page 24)28; 47)

Pay for Performance (page 26)30)

LabCorp’s executive compensation program is designed to attract, motivate and retain executives in a highly competitive environment. Our executive compensation philosophy is to pay for performance by rewarding the achievement of specific short-term and long-term operational and strategic goals.

The Company seeks to achieve outstanding performance for our shareholders through a focus on increased revenue, adjusted earnings per share (“EPS”), earnings before interest, taxes, depreciation and amortization (“EBITDA”), revenue diversificationadjusted operating income, and relative total shareholder return compared to ourthe peer group of companies we use for compensation purposes. Our compensation program rewards our executives for achieving goals set for these financial measures and for achieving strategic objectives. In 2017, the Company also added adjusted operating income as a metric for our annual cash incentive plan. A substantial majority of the value of our executives’ compensation opportunity(56-68%(57-60%), including performance-based cash compensation and performance shares, is subject to the achievement of Company and individual objectives, which provides a strong incentive to drive Company performance and increase shareholder value.

2016Last year, our annual advisory vote on executive compensation received support from approximately 95 percent of the shares represented at the 2018 Annual Meeting and entitled to vote. We are committed to refining our compensation program to incentivize our leaders and align with our strategy, the key value drivers of our business and the expectations of our shareholders. We regularly seek input from our shareholders and this input is incorporated in the Compensation Committee’s annual review of our compensation program.

PROXY SUMMARY

2018 Executive Total Compensation Mix (page 26)30)

The Compensation Committee takes several factors into consideration when setting executive compensation levels, including:

While the Committee sets total target compensation (base salary plus the target amounts under our annual cash incentive and long-term incentive arrangements) to be competitive in relation to the median peer compensation as reflected in data provided by its independent consultant, the Committee places greater emphasis on the variable orat-risk portion of compensation versus fixed compensation.

PROXY SUMMARY

For 2016,2018, approximately 6875 percent of Mr. King’s total target compensation was performance-based andat-riskat-risk. and performance-based. For the other named executive officersNamed Executive Officers (“named executive officers”NEOs”), with the exception of Ms. Keller, who served through September 2016, approximately 5669 percent of the average total target compensation for 2016 was performance-based andat-riskat-risk. and performance-based. In 2016,2018, an additional approximately 2215 percent of our CEO’s total target compensation and an additional approximately 1612 percent of the average total target compensation for our other named executive officers (excluding Ms. Keller)NEOs was variable and based on the performance of the Company’s stock. The charts below show the mix of pay elements included in total compensation opportunities for 20162018 for our Chief Executive Officer and an average for our other named executive officers, with the exception of Ms. Keller:NEOs:

Advisory Vote to Approve Executive Compensation (page 55)59)

We ask that our shareholders approve the advisory resolution on executive compensation. Beginning in 2011, theThe Compensation Committee has continued to evolvecontinuously evolved our compensation program to enhance the alignment of our program with the strategic goals of the Company and reflect the feedbackinput we have received from our shareholders. The Compensation Committee continuously improves the compensation program by designing management incentives that create strong alignment between compensation, the performance of the Company and the interests of shareholders. In 2017, for instance, the Company for the first time since 2012 included in its mix of long-term equity awardsnon-qualified stock

PROXY SUMMARY

options, to further align long-term incentive compensation with our shareholders’ interest in stock price appreciation. We have also adopted many market-leading compensation practices to further align the interests of our executives with those of our shareholders:

PROXY SUMMARY

Advisory Vote to Recommend Frequency of FutureNon-Binding Executive Compensation Votes (page 57)

We ask that our shareholders recommend that futurenon-binding advisory votes on executive compensation, like the vote in Proposal 2 in this Proxy Statement, continue to be held every year. We currently hold such a vote annually, and we are required to hold the vote at least once every three years. Shareholders may indicate whether they would prefer that we continue to hold an advisory vote on executive compensation annually or whether they would prefer that we instead hold the vote every two or three years. Although this vote is advisory and thereforenon-binding, the Board intends to consider the outcome of the vote in determining how frequently we will hold futurenon-binding executive compensation votes.

Auditors (page 58)62)

We ask that our shareholders ratify the selection of PricewaterhouseCoopers LLP as our independent auditor for the year ending December 31, 2017.2019. Below is summary information about PricewaterhouseCoopers’ fees for services provided in fiscal years 20162018 and 2015.2017.

Shareholder Proposal (page 60)

People for the Ethical Treatment of Animals, a shareholder of the Company, proposes that the Board report to shareholders annually on measures being taken to prevent, detect and control Zika virus infection of nonhuman primates and human employees at the Company’s U.S. facilities and in surrounding human populations. A similar proposal submitted by this shareholder was included in the 2016 proxy statement, and it received the affirmative vote of only 4 percent of shareholders present and entitled to vote. The Board recommends a vote against this proposal.

Proxy Statement

LabCorp is providing you with these proxy materials in connection with its 20172019 Annual Meeting of Shareholders (the “Annual“2019 Annual Meeting”). The Notice of Internet Availability of Proxy Materials (the “Notice”), this Proxy Statement and LabCorp’s 20162018 annual report on Form10-K (the “2016“2018 Annual Report”) were first mailed to shareholders of record on or about March 31, 2017.29, 2019. As used in this Proxy Statement, “LabCorp,” the “Company” and “we” may refer to Laboratory Corporation of America Holdings itself, one or more of its subsidiaries, or Laboratory Corporation of America Holdings and its consolidated subsidiaries, as applicable.

GENERAL INFORMATION

20172019 Annual Meeting of Shareholders

LabCorp’s 20172019 Annual Meeting of Shareholders is scheduled to occur on Thursday, May 11, 20179, 2019 at 9:00 a.m., Eastern Daylight Time. The 2019 Annual Meeting will be a completely virtual meeting and will be webcast live at LH.onlineshareholdermeeting.com. www.virtualshareholdermeeting.com/LH2019. We believe that conducting the 2019 Annual Meeting as a virtual meeting will encourage higher levels of shareholder participation while also helping us reduce the financial and environmental costs associated with the 2019 Annual Meeting. Shareholders at the virtual-only meeting will have the same rights as at anin-person meeting, including the rights to vote and ask questions through the virtual meeting platform.

All owners of LabCorp’s common stock, par value $0.10 per share (the “Common Stock”), on March 14, 2017,22, 2019, the record date (the “Record Date”), are eligible to receive notice of, and to vote electronically at, the 2019 Annual Meeting over the Internet by using the16-digit control number included in the Notice, proxy card or the voting instructions that accompanied these proxy materials. Representatives of PricewaterhouseCoopers LLP, independent auditor for LabCorp for the years ending December 31, 20152017 and December 31, 2016,2018, will be present at the 2019 Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong internet or WiFi connection wherever they intend to participate in the 2019 Annual Meeting. Participants should also give themselves plenty of time todial-in to the conference call or log in and ensure that they can hear audio prior to the start of the 2019 Annual Meeting.

If you encounter any technical difficulties with the virtual meeting platform on the meeting day, please call855-449-0991 (Toll Free) or 720-378-5962 (International Toll) or email to investor@labcorp.com. Technical support will be available starting at 8:30 a.m. EDT on May 9, 2019.

If you wish to submit a question, you may do so in a few ways. If you want to submit a question before the meeting, then beginning March 29, 2019 and until 11:59 p.m. on May 8, 2019, you may log into www.proxyvote.com and enter your16-digit control number. Once past the login screen, click on “Question for Management,” type in your question or comment, and click “Submit.” Alternatively, if you want to submit your question or make a comment during the meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/LH2019, type your question into the “Ask a Question” field, and click “Submit” or send your question or comment via email to investor@labcorp.com. Any emailed questions or comments will need to include your 16-digit control number in order to be addressed at the meeting.

Questions and comments submitted via the virtual meeting platform that are pertinent to meeting matters will be addressed during the meeting. It has been LabCorp’s policy to address all pertinent questions and comments during the meeting and, historically, management has been successful in doing so. In the unlikely event that the volume of questions increases to the point that time constraints prohibits LabCorp from answering all questions, then questions will be addressed by email. Consistent with LabCorp’s approach when the annual meetings were held in person, questions or comments that are not related to the proposals under discussion, are about personal concerns not shared by shareholders generally, or use blatantly offensive language may be ruled out of order. LabCorp will, however, respond to questions or comments that are not related to the proposals under discussion or are about personal concerns not shared by shareholders generally via email after the meeting.

A webcast of the 2019 Annual Meeting will be archived and accessible through December 31, 2019.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on May 11, 20179, 2019

Pursuant to the “notice and access” rules adopted by the Securities and Exchange Commission (the “SEC”), LabCorp has elected to provide access to its proxy materials and the 20162018 Annual Report over the Internet and sent the Notice to shareholders of record as of the Record Date on or about March 31, 2017.29, 2019. The Notice is not a form for voting and presents only an overview of the more complete proxy materials, which contain important information about the 2019 Annual Meeting. All shareholders may access the proxy materials on the website referred to in the Notice (www.proxyvote.com) and we encourage shareholders to do so prior to submitting their votes. Shareholders may request to receive a printed set of the proxy materials by following the instructions provided in the Notice.

GENERAL INFORMATION

Shareholders may also request to receive future proxy materials in printed form by mail or electronically bye-mail on an ongoing basis by following the instructions on your proxy card or at www.proxyvote.com. Choosing to receive proxy materials bye-mail will save LabCorp the cost of printing and mailing documents and will reduce the impact of LabCorp’s annual meetings on the environment. If you choose to receive future proxy materials bye-mail, you will receive ane-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials bye-mail will remain in effect until you terminate it.

Matters Subject to a Vote of the Shareholders

Current Proposals

The following matters are subject to a vote of the shareholders at the 2019 Annual Meeting:

Board Recommendations

The Board of Directors of the Company (the “Board”) unanimously recommends that shareholders vote as follows:

GENERAL INFORMATION

Other Business

The Board does not intend to bring any other business before the 2019 Annual Meeting and is not aware of any other matters to be brought before the meeting. See the section “Other Matters” on page 6567 for information about presenting proposals for the 20182020 Annual Meeting. Please also see the section “Identification and Evaluation of Director Candidates” on page 1813 for information about shareholder nominations to the Board.

Voting Procedures and Solicitation of Proxies

Quorum and Voting Requirements

The Board is soliciting your vote at the 2019 Annual Meeting or at any later meeting should the scheduled annual meeting be adjourned or postponed for any reason. By using a proxy, which authorizes specific people to vote on your behalf, your shares can be voted whether or not you attend the 2019 Annual Meeting. At least a majority of the total number of shares of Common Stock issued and outstanding and entitled to vote on the Record Date must be present in person or by proxy at the 2019 Annual Meeting for a quorum to be established. At the close of business on the Record Date, there were 102,429,95898,678,210 shares of Common Stock issued and outstanding.

Each share of Common Stock is entitled to one vote on each of the director nominees and one vote on each other matter that is properly presented at the 2019 Annual Meeting. In accordance with LabCorp’s Amended and RestatedBy-Laws (the“By-Laws”), director nominees in an uncontested election must receive a majority of the votes cast to be elected, which under theBy-Laws means that the number of shares voted “FOR” a director must exceed 50 percent of the votes cast with respect to that director. The Board has adopted a policy under which a director who does not receive the required vote for election as provided in theBy-Laws will submit his or her resignation for consideration by the Board. The affirmative vote of a majority of shares of Common Stock represented at the 2019 Annual Meeting and entitled to vote is required for approval of the other proposals noted above other than Proposal 3. A plurality of the votes cast for Proposal 3 will determine the shareholders’ preferred frequency for holding an advisory vote on executive compensation. This means that whichever of the three options (every year, every two years or every three years) receives the greatest number of votes will be considered the preferred frequency of the shareholders.above. Abstentions will have no effect on the election of the directors or Proposal 3, but will have the same effect as a vote against the other proposals scheduled for the 2019 Annual Meeting.

GENERAL INFORMATION

Voting by Record Holders

If your name is registered in LabCorp’s shareholder records as the owner of shares, there are four ways that you can vote your shares:

GENERAL INFORMATION

You may change your vote or revoke a proxy at any time prior to the 2019 Annual Meeting by:

All proxies duly executed and received by LabCorp will be voted in accordance with the instructions provided by the person executing the proxy or, in the absence of any instruction, will be voted in accordance with the Board’s recommendations on each proposal. Proxies will have the discretion to vote on any other matters that come before the 2019 Annual Meeting that are not otherwise specified in the Notice.

Voting by Holders in Street Name

If you hold shares through a bank, broker or other custodian (referred to as shares held in “street name”), the custodian will provide you with a copy of the Proxy Statement and a voting instruction form. Brokers and other holders of record have discretionary authority to vote shares without instructions from beneficial owners only on matters considered “routine” by the New York Stock Exchange, such as the advisory vote on the selection of the independent auditors. Onnon-routine matters, such as the election of directors, these banks, brokers, and other holders of record do not have discretion to vote uninstructed shares and thus are not “entitled to vote” on such proposals, resulting in a brokernon-vote for those shares. We encourage you to provide voting instructions so that your shares can be counted in the election of directors and the other matters to be considered at the 2019 Annual Meeting.

Even if your shares are held in street name, you may participate in the virtual 2019 Annual Meeting and vote your shares during the meeting by visiting LH.onlineshareholdermeeting.com,www.virtualshareholdermeeting.com/LH2019, listening to the live webcast and casting your vote online. See “2019 Annual Meeting of Shareholders” for information about participating in the 2019 Annual Meeting.

Proxy Expenses

LabCorp will bear the expenses to prepare proxy materials and to solicit proxies for the 2019 Annual Meeting. LabCorp expects to reimburse banks, brokers, and other persons for their reasonable,out-of-pocket expenses in handling proxy materials for beneficial owners. LabCorp has also retained Morrow Sodali LLC for solicitation of holders

GENERAL INFORMATION

of record as well asnon-objecting beneficial owners. LabCorp paid Morrow Sodali LLC a fee of approximately $9,000 for these services, plus reimbursement of expenses. These solicitations may be made personally or by mail, facsimile, telephone, messenger, email or otherwise.

Results of the 2019 Annual Meeting

The voting results of the 2019 Annual Meeting will be disclosed no later than four business days after the 2019 Annual Meeting in a Current Report on Form8-K filed with the SEC.

CORPORATE GOVERNANCE

We have a long-standing commitment to strong corporate governance practices. These practices provide an important framework within which our Board and management pursue the strategic objectives of LabCorp and ensure the Company’s long-term vitality for the benefit of our shareholders.

Shareholder Engagement

Management participates in anIn 2018, we continued our active shareholder engagement program, withwhich included participation by both management and members of our shareholders.Board. In addition to our ongoing engagement with shareholders regarding operational results and business strategy, we have speciallycontinued our practice of shareholder engagement to specifically discuss corporate governance, executive compensation and other matters important to our shareholders. In 2018, we engaged with shareholders representingthat represented more than 7675 percent of the Company’s outstanding shares, on aincluding over 200one-on-one meetings and calls, to review of our performance and differentiated capabilities, our transformational strategy to become a leading life sciences company,receive input on our corporate governance practices and our executive compensation program. The results of allprogram, our performance, our differentiated and innovative solutions, and our progress in executing on our strategic priorities as a leading global life sciences company. Input received from our shareholder engagement areprogram is reviewed with management and the Board. The Board uses this input as it considers long-term business strategy, executive compensation, corporate governance and other emerging areas of shareholder concern.

In addition,the conversations with our shareholders in response2018, many of them expressed their interest not just in our governance policies, but in our commitment to shareholder feedback,environmental and social issues. Our commitment to these issues stems from our belief that the Board proactively amendedmeasure of a company is not just how well it does, but how it goes about its business, how its people and customers feel about it and the Company’sBy-Laws in January 2017 to implement proxy access to permit eligiblemark it leaves on society. As part of our discussions with our shareholders, we reviewed our compliance and ethics program, enterprise risk management process and risk areas, human capital management initiatives and environmental and sustainability issues. During the course of 2018, we also published a Corporate Responsibility Report that addresses these matters. We encourage our shareholders to submit nomineesreview that report and engage with us on these topics, and learn more about how we are committed not just to the Boardbusiness of improving health and lives, but to be includeddoing so in the Company’s proxy statement for its annual meeting of shareholders, commencing with the 2018 annual meeting. As amended,an ethical manner.

the By-Laws permitCORPORATE GOVERNANCE a shareholder, or a group of up to 20 shareholders, owning 3 percent or more of the Company’s outstanding Common Stock continuously for at least three years to nominate and have included in the Company’s proxy materials director nominees not to exceed the greater of (i) two or (ii) 20 percent of the then-current Board, provided that the shareholder(s) and the nominee(s) satisfy certain requirements set forth in theBy-Laws.

Board Structure and Independence

We have a strong governance structure to ensure Board oversight and accountability to our shareholders, including:

		Governance Highlights
Highly Independent and Diverse Board		•   Two directors, representing 25% of thenon-executive directors, are female a Lead Independent Director with a clearly defined role and clearly defined responsibilities; 100 percent committee independence; an annual self-assessment of performance and effectiveness by the Board; annual elections of all directors; majority voting for election of directors; “proxy access” for shareholders’ Director nominations; and no shareholder rights or “poison pill” plans.   •   Eight of our nine directors are independent •   All Board committees are 100% independent		•   Directors bring a wide array of qualifications, skills and attributes to our Board; see “Evaluation of Director Candidates” on page 13
Active Board Refreshment		•   Five directors, representing more than half of thenon-executive directors, joined the Board within the last 6 years •   New Lead Independent Director in 2019 •   New chair of Compensation Committee in 2019 •   Annual elections of all directors		•   Balanced mix of short- and long-tenurednon- executive directors; average tenure of 8 years •   Long-tenured directors in leadership roles •   Average director age of 60 •   Majority voting for election of directors
Strong Lead Independent Director		•   Active Lead Independent Director with a clearly defined role and responsibilities		•   New appointment in 2019
Frequent Executive Sessions		•   Non-executive directors meet regularly without management, led by our Lead Independent Director		•   Executive sessions include Board and committee annual self-assessments
No Overboarding		•   Three directors serve on boards of other public companies		•   Seven of our nine directors serve on no more than 2 additional public company boards
Accountability and Engagement		•   Annual election of directors using majority vote standard (no staggered board); plurality standard for contested elections •   Active shareholder engagement, with regular shareholder outreach on issues including executive compensation and governance •   Annual Self-Assessment of performance and effectiveness conducted by the Board and each Committee		•   2018 outreach initiative to over 200 shareholders representing over 75% of voting shares, and discussions with our largest institutional holders representing over 50% of voting shares •   The Lead Independent Director participated in meetings with top institutional investors
Proxy Access		•   Proxy access allows eligible shareholders to submit nominees to be included in the Company’s Proxy Statement
Equity Ownership Guidelines		•   6x annual base salary for our Chairman and CEO		•   3x annual base salary for all executive vice presidents and 1x for all other NEOs •   5x annual base retainer fornon-executive directors
Succession Planning		•   The Nominating and Corporate Governance Committee has primary responsibility for CEO and key executive succession planning		•   Succession and executive development are discussed with the CEO, as well as without the CEO present in executive sessions
Director Orientation and Development		•   Orientation and training programs for new directors on topics that include strategic plans, financial statements, governance, and key policies and practices		•   Continuing education and ongoing training for directors
Risk Management Oversight		•   Board has principal responsibility for oversight of our risk management process, including data security, privacy and other ESG topics		•   The Audit, Compensation, Quality & Compliance, and Nominating and Corporate Governance Committees each have responsibility for certain risk areas as outlined under “Board’s Role in Risk Management” (page 12)

Board Composition

The cornerstone of our governance philosophy is an independent and highly qualified board of directors. All directors are elected annually by a majority of votes cast by shareholders. All Board committees are composed entirely of independent directors.

LabCorp’sBy-Laws provide for a Board of no fewer than one and no more than fifteen directors and our Corporate Governance Guidelines provide for a Board size ranging from no fewer than nine directors to no more than fifteen directors. There are currently ten members of the Board, and each member is standing for reelectionelection at the 2019 Annual Meeting.Meeting other than Mr. Mittelstaedt. Mr. Mittelstaedt has reached the mandatory retirement age pursuant to our Corporate Governance Guidelines and is retiring from the Board upon conclusion of his term ending May 9, 2019. For more details about the nominees for directors and their biographies, please see “Proposal One: Election of Directors” (page 18)21).

CORPORATE GOVERNANCE

The Board carefully evaluates each incoming director candidate based on selection criteria and overall priorities for Board composition that are periodically reviewed by the Nominating and Corporate Governance Committee with input from the rest of the directors. As our directors’ commitments change, the Board revisits their situations to ensure that they can continue to serve the best interests of the Company and our shareholders. We also focus onbelieve that a range of tenure among Board renewal to ensuremembers from a variety of backgrounds ensures a balanced mix of longer tenured directors with deep perspectives on our business with fresh and freshdiverse perspectives in the boardroom. Five of the eightnon-employee director nominees joined the Board within the last six years.

CORPORATE GOVERNANCE

The following charts provide information on the expected composition of our Board if the current nominees are elected at the 2019 Annual Meeting.

We demandexpect high standards of ethicsethical conduct from our directors and management as described in our Corporate Governance Guidelines and Code of Conduct and Ethics. Our governance principles are available under the Corporate Governance tab of the Investor Relations page of our website at www.labcorp.com. We have included some highlights from these principles and a summary of key policies below.

Board Independence

The Board believes that a substantial majority of its members should be independent,non-employee directors. The Board has established guidelines for determining director independence that are consistent with the current listing standards of the New York Stock Exchange (the “Listing Standards”). In addition, director affiliations and transactions are regularly reviewed to ensure that there are no conflicts or relationships that might impair a director’s independence from the Company, senior management and our independent registered accounting firm as defined in the Listing Standards. Other than Mr. King, all of our current Board members and all of the nominees for director qualify as “independent” as defined in the Listing Standards.

Board Leadership

The Chairman of the Board leads the Board and oversees Board meetings and the delivery of information necessary for the Board’s informed decision making. The Chairman also serves as the principal liaison between the Board and our management. The Board determines whether the roles of Chairman and Chief Executive Officer should be separated or combined based on its judgment as to the structure that best serves the interests of the Company. Currently, theThe Board believes that at this time, the positions of Chairman and Chief Executive Officer should be held by the same person as this combination has served and is servingcontinues to serve the Company well by providing unified leadership and direction.direction in the management of the Company, contributing to an effective long-term strategy and delivering superior performance for our shareholders.

Since 2009, the Board has also established the position ofrequired that an independent director serve as Lead Independent Director to be filled when the Chief Executive Officer also serves as Chairman or the Chairman otherwise is not an independent director. The Lead Independent Director, among other tasks assigned in the Company’s Corporate Governance Guidelines, presides at executive sessions of the Board, serves as a liaison between the Chairman and the other directors, and advises the Chairman with respect to the schedule, agenda and information for Board meetings. The Board believes that appointing a Lead Independent Director provides an efficient and effective leadership model for the Company by fostering clear accountability, effective decision-making, alignment on corporate strategy between the Board and management and a cohesive public face for the Company’s independent Board members. From 2009 – 2018, Mr. Mittelstaedt currently servesserved as our Lead Independent Director. Effective January 2, 2019, Mr. Schechter became our Lead Independent Director a role he has held since 2009 with the unanimous support of the Board. Mr. Mittelstaedtand meets regularly with Mr. King to review Board agendas, operations and strategic issues discussed with the Board and other matters relating to the Board’s oversight functions.

CORPORATE GOVERNANCE

The Board holds executive sessions without Company management andnon-independent director participation. These sessions are generally held at each regularly scheduled meeting of the Board and at each special meeting upon the request of a majority of the independent directors attending the special meeting. The Company’s Corporate Governance Guidelines provide that the independent directors shall meet on a periodic basis, but no fewer than five times a year on the same day as the regularly scheduled Board meetings. In 2016,2018, Mr. Mittelstaedt, in his capacity as the Lead Independent Director, chaired five meetings of the independent andnon-employee directors to discuss strategy, compensation, succession planning and other matters.

CORPORATE GOVERNANCE

Annual Board Self-Assessment

The Board conducts aan annual self-assessment of its performance and effectiveness on an annual basis.effectiveness. The purpose of the self-assessment is to determine whether the Board and its committees are functioning effectively and to improve the performance of the Board as a unit. The self-assessment process fosters frank exchanges between directors and helps guide suggested changes or additions to committee responsibilities and operations. As part of the assessment, each director completes a detailed questionnaire developed by the Nominating and Corporate Governance Committee.Lead Independent Director. The results of the questionnaire and interview process are discussed by the Nominating and Corporate Governance Committee and are then presented to the full Board for review and discussion. In addition, each Board Committee conducts a similar self-assessment of its performance focused on the Committee’s key responsibilities. Feedback from the Committees’ self-assessments is reviewed in the applicable Committee and also presented to the full Board for review and discussion. These processes allow for each director to individually reflect on Board and Committee effectiveness as well as a collaborative discussion on performance, providing a meaningful tool to focus on individual and collective areas for improvement.

Board’s Role in Risk Management

The Board oversees management’s establishment and maintenance of the Company’s risk management processes and regularly receives direct reports from those responsible for the operations of the Company. The Board delegates certain significant functional areas of risk management to the Board’s Committees. Each Committee also conducts its own risk assessment and risk management activities throughout the year, some of which are highlighted in the “Board Committees and Their Functions” section below, and reports its conclusions to the Board.

Board
Annually assesses risks related to IT security and cybersecurity; legal and regulatory compliance, including the U.S. Foreign Corrupt Practices Act ("FCPA") and E.U. General Data Protection Regulation; strategic plans, management of operations and financial reporting; medical and scientific standards of care; and human capital management. Audit Committee Assesses major financial risk exposures and steps taken by management to address the same Reviews risks identified during the internal and external auditors' risk assessment procedures Responsible for review of cybersecurity risks, controls and procedures and plans to mitigate cybersecurity risks and respond to data breaches Compensation Committee Reviews compensation plans and practices for consistency with best practices, alignment with the shareholders' interests and support the Company's objective to attract and retain skilled and talented employees Oversees management of risks related to the Company's human capital Quality and Compliance Committee Responsible for overseeing management of risks relating to quality and compliance including operational, environmental, health and safety Oversees risks related to FCPA and data privacy, including evaluating investigation and remediation practices Periodically reviews quality and compliance policy development and training Nominating and Corporate Governance Committee Manages risks associated with corporate governance policies and practices Reviews and addresses risks related to Board and management succession planning

CORPORATE GOVERNANCE

Enterprise Risk Management

The Board believes that effective enterprise risk management is an integral part of Board and Committee deliberations throughout the year. The Board annually reviews the Company’s enterprise risk management process and the comprehensive assessment of key financial, operational, information technology and security, and regulatory risks identified by management, as well as mitigating practices. In addition, the Board discusses risks related to the Company’s strategic plan, competitive activities, human capital management and technological developments. The Audit Committee regularly reviews the Company’s cybersecurity and other information technology risks, controls and procedures, including plans to mitigate cybersecurity risks and respond to data breaches. The Board receives regular reports directly from officers responsible for management of operations, financial reporting, legal and regulatory compliance, information technology and security (including cybersecurity) and medical and scientific standards of care. The Board also encourages management to promote a corporate culture that integrates risk management into the Company’s corporate strategy andday-to-day business operations in a way that is consistent with the Company’s targeted risk profile.

Compensation Risk Assessment

The Compensation Committee regularly reviews the Company’s compensation policies and procedures to ensure that those practices are consistent with emerging best practices, are aligned with the shareholders’ interests and support the Company’s objective to attract and retain skilled and talented employees. Throughout the year, management reviews compensation policies, practices and changes in applicable regulations with the Compensation Committee, including the impact of the Company’s pay practices on the Company’s risk profile. The Compensation Committee also works directly with its independent compensation consultant, Frederic W. Cook (“FW Cook”), evaluating the Company’s compensation philosophy and objectives to identify potential risks in the Company’s pay practices. After reviewing FW Cook’s analysis and the Compensation Committee’s findings, the Board has concluded that our compensation policies and practices are aligned with the interests of shareholders, appropriately reward pay for performance, and do not create risks that are reasonably likely to have a material adverse effect on the Company.

Identification and Evaluation of Director Candidates

Identification of Director Candidates

The Nominating and Corporate Governance Committee recommends a slate of directors to the Board for election by the Company’s shareholders at each annual meeting of shareholders and recommends candidates to the Board to fill any vacancies. Each memberMembers of the Board identifiesare encouraged to identify potential candidates and these candidates are regularly reviewed by the committee, which maintains an active list of potential Board candidates. In addition, the committee is authorized to engage professional search firms at the Company’s expense including to assist with the identification, evaluation and due diligence onof potential nominees for the Board. The Nominating and Corporate Governance Committee believes it is important to maintain a Board with diverse experiences and expertise, including industry, and scientific and medical experience, financial expertise, global business experience, and executive leadership experience.

Shareholders may also suggest individuals to be considered by the Board as potential nominees for election to the Board. A shareholder may submit an individual for consideration by the Board of Directors in connection with the 20182020 Annual Meeting of Shareholders by providing certain information as set forth in theBy-Laws, in writing, to the Corporate Secretary of the Company at 358 South Main Street, Burlington, North Carolina 27215. These suggestions for the 20182020 Annual Meeting must be received no earlier than the 120^th day prior to the anniversary date of the 20172019 Annual Meeting (i.e., January 11, 2018)10, 2020) and no later than the 60^th day prior to the anniversary date of the 20172019 Annual Meeting (i.e., March 12, 2018)10, 2020). Nominees that comply with the foregoing procedures will receive the same consideration as other candidates identified by or to our Nominating and Corporate Governance Committee.

Under the Company’s new proxy accessby-law, eligible shareholders also may submit their own nominations to the Board to be included in the Company’s proxy statement for the 20182020 Annual Meeting of Shareholders. As amended,theThe By-Laws permit a shareholder, or a group of up to 20 shareholders, owning three percent or more of the Company’s outstanding Common Stock continuously for at least three years to nominate and have included in the Company’s proxy materials persons for election to the Board constituting up to 20 percent of the Board, provided that the shareholder(s) and the nominee(s) satisfy certain requirements specified in the amendedBy-Laws. For a shareholder nominee to be included in the

CORPORATE GOVERNANCE

Company’s proxy statement for the 20182020 Annual Meeting of Shareholders under the new proxy accessby-law, the information required by theby-lawBy-Laws must be received by F. Samuel Eberts III,Sandra D. van der Vaart, Secretary, Laboratory Corporation of America Holdings, 358 South Main Street, Burlington, North Carolina 27215 no earlier than the close of business on the 150^th day prior to the anniversary date of the distribution of this proxy statement (i.e., November 1, 2017)October 31, 2019) and no later than the close of business on the 120^th day prior to the anniversary date of the distribution of this proxy statement (i.e., December 1, 2017)November 30, 2019).

CORPORATE GOVERNANCE

TheBy-Laws may be obtained free of charge by writing to the Company’s Corporate Secretary and are included as Exhibit 3.2 to the Company’s CurrentAnnual Report on Form10-K for the fiscal year ended December 31, 2018 filed with the SEC on February 27, 2017.28, 2019.

Mr. Mittelstaedt will retire from the Board this year, pursuant to the Company’s mandatory retirement policy for Board members. Our policy states that when a director reaches the age of 75 he or she shall not be eligible to stand forre-election at the next regularly scheduled annual shareholder meeting. We are deeply grateful to Mr. Mittelstaedt for his contributions to the Company.

Evaluation of Director Candidates

Evaluation of Director Candidates

When evaluating prospective candidates for director, including those nominated by shareholders, the Nominating and Corporate Governance Committee conducts individual evaluations of the candidates, taking into account the criteria enumerated in the Company’s Corporate Governance Guidelines (see description below). Among other things, the Committee considers whether prospective candidates have:

The Company’s Corporate Governance Guidelines provide that the Nominating and Corporate Governance Committee is responsible for reviewing with the Board the appropriate skills and characteristics required of Board members in the context of the Company’s business needs and the current composition of the Board, including,Board. This assessment includes, among other characteristics, diversity.diversity, age, background, skills and expertise in the context of the perceived needs of the Board at the time of such assessment. The Company believes that Board membership should reflect diversity in its broadest sense, including persons diverse in geography, gender and ethnicity.ethnicity, and actively considers these factors in its analysis of potential nominees. The Board seeks independent directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions, including experience with publicly traded national, international or multinational companies, executive or financial management experience and/or achievement with distinction in their chosen fields. The Board believes that its composition reflects a balance of skills, experiences, diversity and expertise that provides strong and broad oversight, practical experience and strategic vision to the Company.

CORPORATE GOVERNANCE

Director candidates, other than sitting directors, may be interviewed by the Chairman of the Nominating and Corporate Governance Committee, other directors, the Chief Executive Officer and the Corporate Secretary. The results of these interviews, as well as any other materials received by the Nominating and Corporate Governance Committee that it deems appropriate,relevant, are considered by the Nominating and Corporate Governance Committee in making its recommendation to the Board.

Communications with the Board

Shareholders and interested parties may communicate with the Board, individually or as a group, by submitting written communications to the appropriately addressed Board member(s), c/o Corporate Secretary, Laboratory Corporation of America Holdings, 358 South Main Street, Burlington, North Carolina 27215.

CORPORATE GOVERNANCE

All communications with the Board will be reviewed initially by the Corporate Secretary, who will relay all communications to the appropriate director or directors unless the communication is:

Directors may decide whether any of the communications addressed to their attention should be presented to the full Board, to one or more of its Committees or to the Company’s management. Each director also has the discretion to determine whether a response to the person sending the communication is appropriate. Any response will be made through the Company’s Corporate Secretary in accordance with the Company’s policies and procedures and applicable law and regulations relating to the disclosure of information.

The Nominating and Corporate Governance Committee, comprised entirely of independent,non-employee directors, has reviewed and approved the foregoing procedures and is responsible for recommending changes to the procedures as necessary.

Corporate Governance Policies and Procedures

Corporate Governance Guidelines

The Board has adopted a set of Corporate Governance Guidelines that address a number of topics, including composition of the Board, director independence, annual self-assessment by the Board and its Committees, retirement of directors and succession planning. The Nominating and Corporate Governance Committee reviews the Corporate Governance Guidelines on a regular basis and any proposed additions or amendments are submitted to the full Board for its consideration. Shareholders may request a printed copy of the Corporate Governance Guidelines from the Corporate Secretary or access a copy on the Investor Relations page under the Corporate Governance tab of LabCorp’s website at www.labcorp.com.

Code of Conduct and Ethics

The Board has also adopted a Code of Conduct and Ethics that is applicable to all directors, officers and employees of the Company and its subsidiaries and affiliates. The Code sets forth Company policies and expectations on a number of topics, including but not limited to, conflicts of interest, confidentiality, compliance with laws (including insider trading laws), preservation and use of Company assets, and business ethics. The Code also sets forth procedures for reporting and handling any potential violation of the Code, conflicts of interest and the appearance of any conflict of interest. The Code is regularly reviewed by management, the Audit Committee and the Quality and Compliance Committee and proposed additions or amendments are considered by the full Board. Shareholders may request a printed copy of the Code of Conduct and Ethics from the Corporate Secretary or access a copy under the Corporate Governance tab of the Investor Relations page on LabCorp’s website at www.labcorp.com. In addition, any waivers for directors, officers and employees of the Company or amendments to the Code will also be posted on LabCorp’s website.

Board’s Role in Risk Management

Enterprise Risk Management

The Board believes that effective enterprise risk management is an integral part of Board and Committee deliberations throughout the year. The Audit Committee annually reviews the Company’s enterprise risk management process and the comprehensive assessment of key financial, operational, regulatory and cybersecurity risks identified by management, as well as mitigating practices. The Audit Committee then discusses the processes and results with the full Board. In addition, the Board discusses risks related to the Company’s strategic plan and other topics as appropriate. The Board receives regular reports directly from officers responsible for management of operations, financial reporting, legal and regulatory compliance, information technology and medical and scientific standard of care. Each Committee conducts its own risk assessment and risk management activities throughout the year, some of which are highlighted in the “Board Committees and Their Functions” section below, and reports its conclusions to the Board. The Board also encourages management to promote a corporate culture that integrates risk management into

CORPORATE GOVERNANCE

the Company’s corporate strategy andday-to-day business operations in a way that is consistent with the Company’s targeted risk profile. Through these processes, the Board oversees a system to identify, assess and address material risks to the Company on a timely basis.

Compensation Risk Assessment

The Compensation Committee regularly reviews the Company’s compensation policies and procedures to ensure that those practices are consistent with emerging best practices, are aligned with the shareholders’ interests and support the Company’s objective to attract and retain skilled and talented employees. Throughout the year, management reviews compensation policies, practices and changes in applicable regulations with the Compensation Committee, including the impact of the Company’s pay practices on the Company’s risk profile. The Compensation Committee also works directly with its independent compensation consultant, Frederic W. Cook & Co., Inc. (“Cook & Co.”), to evaluate the Company’s compensation philosophy and objectives to identify potential risks in the Company’s pay practices. After reviewing the Compensation Committee’s findings, the Board has concluded that our compensation policies and practices are aligned with the interests of shareholders, appropriately reward pay for performance and do not create risks that are reasonably likely to have a material adverse effect on the Company.

Related Party Transactions

In accordance with its charter, the Board’s Audit Committee is responsible for reviewing and approving the terms and conditions of all related party transactions. The Company’s directors and key employees, including all members of senior management, complete annual reports disclosing, or certifying the absence of, any related party transactions. The Audit Committee reviews all potential material transactions involving related persons (as such transactions are defined by Item 404(a) of RegulationS-K as promulgated by the SEC) before allowing the Company to enter into any such transaction. The Company has not adopted a static set of criteria to be applied in evaluating a related party transaction and instead tailors the scope of its review to the particular circumstances presented by each transaction to ensure that any such transaction is thoroughly reviewed and evaluated.

Board Committees and Their Functions

The Board has four standing Committees that are each composed entirely of independent directors. The Nominating and Corporate Governance Committee reviews committee and committee chair assignments annually and recommends committee rosters to the full Board after considering factors such as the directors’ business and corporate governance experience, their preferences, criteria for specific committee service, the directors’ other responsibilities and scheduling flexibility. Assignments ensure that each committee has an appropriate mix of tenure and experience. Committee membership shown below is as of March 14, 2017:22, 2019:

AUDIT     COMMITTEE

COMPENSATION COMMITTEE

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

QUALITY AND COMPLIANCE COMMITTEE

Kerrii B. Anderson

Jean-Luc Bélingard

D. Gary Gilliland

David P. King

Garheng Kong

Robert E. Mittelstaedt, Jr.*

Peter M. Neupert

Richelle P. Parham

Adam H. Schechter

R. Sanders Williams

Number of 2018 Meetings

8

4

2

4

		AUDIT COMMITTEE		COMPENSATION COMMITTEE		NOMINATING AND CORPORATE GOVERNANCE COMMITTEE		QUALITY AND COMPLIANCE COMMITTEE
Kerrii B. Anderson  Chairperson
Jean-Luc Bélingard  Member
D. Gary Gilliland   Financial Expert
David P. King
Garheng Kong
Robert E. Mittelstaedt, Jr.
Peter M. Neupert
Richelle P. Parham
Adam H. Schechter
R. Sanders Williams

*	ChairpersonMr. Mittelstaedt will retire from the Board and each Committee on which he serves upon the expiration of his term at the 2019 Annual Meeting.

Member

Financial Expert

CORPORATE GOVERNANCE

Charters for each of the Committees are available in print to any shareholder upon request submittedin writing to the Corporate Secretary of the Company at 358 South Main Street, Burlington, North Carolina 27215 and are also available under the Corporate Governance tab of the Investor Relations page of the Company’s website at www.labcorp.com. Each committee reviews its respective Chartercharter on an annual basis.

Audit Committee

Members: Ms. Anderson (Committee Chair, Financial Expert), Dr. Gilliland, Mr. Neupert (Financial Expert), Ms. Parham and Dr. Williams.

The Audit Committee is responsible for assisting the Board with the following functions:

The Audit Committee meets regularly and in Executive Sessionexecutive sessions with PricewaterhouseCoopers, management and the Company’s internal auditors. In its meetings with PricewaterhouseCoopers and the internal auditors, the Audit Committee discusses, among other things, the overall scope and plans for their respective audits, the results of their examinations and their evaluations of the Company’s internal controls.

The Audit Committee constitutes a separately-designated standing audit committee established in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has determined that Ms. Anderson and Mr. Neupert are each an “audit committee financial expert” as defined in the SEC’s rules. The Board has also determined that both Ms. Anderson and Mr. Neupert have the “accounting or related financial management expertise” required by the Listing Standards.

Compensation Committee

Members: Mr. SchechterDr. Kong (Committee Chair), Mr. Bélingard, Dr. Kong,Mr. Mittelstaedt and Mr. Mittelstaedt.Schechter.

The Compensation Committee is responsible for assisting the Board with the following functions:

CORPORATE GOVERNANCE

The Compensation Committee has delegated to Mr. King the responsibility of determining the individual and strategic goals for the annual incentive plans for each of the other named executive officers,NEOs, subject to the approval of the Compensation Committee. For a discussion of Mr. King’s role in determining executive compensation, see the “Compensation Discussion and Analysis” section below (page 24)28).

The Compensation Committee has the sole authority to retain and terminate independent compensation consultants to assist the Committee in its evaluation of executive officer and director compensation. For 20162018, the Compensation Committee retained FW Cook & Co. as its outside independent compensation consultant. FW Cook & Co. does no other work

CORPORATE GOVERNANCE

for the Company or its management except as directed by the ChairmanChairperson of the Compensation Committee. See the “Compensation Discussion and Analysis” section below (page 24)28) for more information about Cook & Co.’sFW Cook’s role in recommending the amount or form of executive compensation.

Nominating and Corporate Governance Committee

Members: Mr. Neupert (Committee Chair), Ms. Anderson, Dr. Kong, and Mr. Mittelstaedt, and Ms. Parham.

The Nominating and Corporate Governance Committee is responsible for assisting the Board with the following functions:

Quality and Compliance Committee

Members: Dr. Williams (Committee Chair), Mr. Bélingard, Dr. Gilliland, and Mr. Schechter

The Quality and Compliance Committee is responsible for assisting the Board in carrying out its oversight responsibility with respect to quality and compliance issues. This oversight responsibility includes ensuring that management adopts and implements policies and procedures that require the Company’s employees to act in accordance with high ethical standards, deliver high quality services and comply with healthcare and other legal requirements. The Quality and Compliance Committee is responsible for reviewing the Company’s processes intended to assure excellent performance and meet scientific, medical and regulatory quality performance benchmarks.

In furtherance of the foregoing, the Quality and Compliance Committee annually reviews the Company’s programs and practices related to scientific, medical and regulatory quality and compliance including a periodic reassessment of the adequacy of:

CORPORATE GOVERNANCE

Additionally, the Quality and Compliance Committee meets regularly, but no less than annually, with each of the Company’s Chief Compliance Officer and Chief Medical Officer of LabCorp Diagnostics and, as necessary, members of corporate compliance and the heads of the Company’s quality functions, regarding the implementation and effectiveness of the Company’s scientific, medical and regulatory compliance program, and receives and reviews periodic reports regarding, among other things:

Board and Committee Meetings

During 2016,2018, the Board held six meetings and acted nineeight times by unanimous written consent. In his capacity as the Lead Independent Director, Mr. Mittelstaedt chaired five meetings of the independent andnon-employee directors on the same days as the regularly scheduled Board meetings. The Audit Committee held nine meetings, the Compensation Committee held five meetings, the Nominating and Corporate Governance Committee held two meetings, and the Quality and Compliance Committee held five meetings. During 2016,2018, each of the directors attended no less than 8192 percent of the total meetings of the Board and the Committees of which he or she was a member. Members of the Board are encouraged to attend the Annual Meeting of Shareholdersour annual meetings and all of the directors, except for Mr. Bélingard, attended the 20162018 Annual Meeting of Shareholders.

Corporate Governance Policies and Procedures

Corporate Governance Guidelines

The Board has adopted a set of Corporate Governance Guidelines that address a number of topics, including composition of the Board, director independence, annual self-assessment by the Board and its Committees, retirement of directors and succession planning. The Nominating and Corporate Governance Committee reviews the Corporate Governance Guidelines on a regular basis and any proposed additions or amendments are submitted to the full Board for its consideration. Shareholders may request a printed copy of the Corporate Governance Guidelines from the Corporate Secretary or access a copy on the Investor Relations page under the Corporate Governance tab of LabCorp’s website at www.labcorp.com.

Code of Conduct and Ethics

The Board has also adopted a Code of Conduct and Ethics (the “Code”) that is applicable to all directors, officers and employees of the Company and its subsidiaries and affiliates. The Code sets forth Company policies and expectations on a number of topics, including but not limited to, conflicts of interest, confidentiality, compliance with laws (including insider trading laws), preservation and use of Company assets, and business ethics. The Code also sets forth procedures for reporting and handling any potential violation of the Code, conflicts of interest and the appearance of any conflict of interest. The Code is regularly reviewed by management, the Audit Committee and the Quality and Compliance Committee and proposed additions or amendments are considered by the full Board. Shareholders may request a printed copy of the Code of Conduct and Ethics from the Corporate Secretary or access a copy under the Corporate Governance tab of the Investor Relations page on LabCorp’s website at www.labcorp.com. In addition, any waivers for directors, officers and employees of the Company or amendments to the Code will also be posted on LabCorp’s website.

Related Party Transactions

In accordance with its charter, the Board’s Audit Committee is responsible for reviewing and approving the terms and conditions of all related party transactions. The Company’s directors and key employees, including all members of senior management, complete annual reports disclosing, or certifying the absence of, any related party transactions. The Audit Committee reviews all potential material transactions involving related persons (as such transactions are defined by Item 404(a) of RegulationS-K as promulgated by the SEC) before allowing the Company to enter into any such transaction. The Company has not adopted a static set of criteria to be applied in evaluating a related party transaction and instead tailors the scope of its review to the particular circumstances presented by each transaction to ensure that any such transaction is thoroughly reviewed and evaluated. Based on the Company’s review of its transactions, there have been no transactions or proposed transactions considered to be material related party transactions since January 1, 2018.

DIRECTOR COMPENSATION

The Company’s director compensation is designed to attract and retain highly qualified, independent directors to represent shareholders on the Board and act in their best interest. The Compensation Committee, which consists solely of independent directors, has primary responsibility for setting our director compensation. FW Cook, & Co., the Committee’s independent compensation consultant, assists the Compensation Committee in evaluating our director compensation program.

Elements ofNon-Employee Director Compensation

Director Stock Ownership Program

Maintaining a significant personal level of stock ownership ensures that each director is financially aligned with the interests of our shareholders. The Board believes that by holding an equity position in the Company, directors demonstrate their commitment to and belief inalignment with the long-term successstrategy and initiatives of the Company. TheIn October 2015, the Board revised the Company’s Director Stock Ownership Program requiresto more closely align the policy with that of the peer group, by requiring eachnon-employee director to acquire and maintain a number of shares having a value equal to five times that of $500,000. the annual cash retainer.

For purposes of determining whether the stock ownership requirement is satisfied, a calculation is performed for each director annually as of the business day closest to June 30 of each year (the “Measurement Date”), utilizing the average closing price of the Company’s Common Stock for the90-day period ending on the Measurement Date. For

DIRECTOR COMPENSATION

new participants, the stock ownership requirement is initially determined as of the date that the director becomes a participant, utilizing the average closing price of the Company stock for the90-day period ending on that date.

DIRECTOR COMPENSATION

Until the required level of ownership is met, a director is required to hold 50 percent of any shares of Common Stock acquired upon the lapse of restrictions on any stock grant and upon the exercise of stock options, net of any shares utilized to pay for the exercise price of the option and any tax withholding, if applicable. If a director fails to meet or show progress towards satisfying these requirements, the Compensation Committee may reduce future equity grants to that director. Once satisfied, each director is required to maintain the required level of stock ownership for his or her entire tenure of service on the Board. Each member of our Board is currently in compliance with the director stock ownership program, either through satisfying the required level of ownership, or by satisfying the holding requirement.

Summary of 20162018 Compensation toNon-Employee Directors

The compensation paid by the Company to thenon-employee directors for 20162018 is set forth in the table below. Information on compensation for Mr. King is set forth in the “Executive Compensation” section below (page 43)47).

The aggregate number of vested and exercisable stock options held by each director as of December 31, 20162018 was as follows: Ms. Anderson – 15,692;5,700; Mr. Bélingard – 15,692;9,400; Dr. Gilliland – 0; Dr. Kong – 0; Mr. Mittelstaedt – 14,700;9,400; Mr. Neupert – 0; Ms. Parham – 0; Mr. Schechter – 0; and Dr. Williams – 5,700. No2,600. Beginning in 2013, as part of the realignment of our long-term incentive compensation, we ceased granting stock options were granted to the directors beginning in 2013.directors.

DIRECTOR COMPENSATIONELECTION OF DIRECTORS

PROPOSAL ONE – Election of Directors

The Nominating and Corporate Governance Committee and the full Board have nominated each of David P. King, Kerrii B. Anderson,Jean-Luc Bélingard, D. Gary Gilliland, Garheng Kong, Robert E. Mittelstaedt, Jr., Peter M. Neupert, Richelle P. Parham, Adam H. Schechter and R. Sanders Williams for election at the 2019 Annual Meeting to hold office until the next annual meeting of shareholders or until his or her earlier death, resignation or removal. All nominees have consented to serve, and the Board does not know of any reason why any nominee would be unable to serve. No director nominee is related to any of our other director nominees or executive officers and there are no arrangements or understandings between a director and any other person pursuant to which such person was selected as a director nominee. If a nominee becomes unavailable or unable to serve before the 2019 Annual Meeting, the Board can either reduce its size or designate a substitute nominee. If the Board designates a substitute, your proxy will be voted for the substitute nominee.

Mr. Mittelstaedt will retire from the Board this year, pursuant to the Company’s mandatory retirement policy for Board members. Our policy states that when a director reaches the age of 75 he or she shall not be eligible to stand forre-election at the next regularly scheduled annual shareholder meeting. We are deeply grateful to Mr. Mittelstaedt for his contributions to the Company. Because Mr. Mittelstaedt has not been nominated forre-election, the Board will reduce its size to nine members effective immediately upon the expiration of Mr. Mittelstaedt’s term at the 2019 Annual Meeting.

Information about each nominee is included below, including details about the nominee’s qualifications, skills and experiences that supported the determination by the Nominating and Corporate Governance Committee and the Board that the person should serve as a director of LabCorp.

Nominees to the Board of Directors

ELECTION OF DIRECTORS

DIRECTOR COMPENSATION

ELECTION OF DIRECTORS

DIRECTOR COMPENSATION

ELECTION OF DIRECTORS

DIRECTOR COMPENSATION

ELECTION OF DIRECTORS

The Board unanimously recommends that shareholders vote “FOR” the election of the nominees listed above.

EXECUTIVE OFFICERS

Information regarding each of LabCorp’s executive officers and their relevant business experience is summarized below.

David P. King

President and Chief Executive Officer

See “Proposal One: Election of Directors” (page 18)21) for information about Mr. King.

Lance V. Berberian

Senior Vice President and Chief Information Officer

Mr.Lance V. Berberian (54)(56) has served as Senior Vice President and Chief Information Officer since February 2014. From May 2007Prior to January 2014,that, he served as Chief Information Officer at IDEXX Laboratories, a global leader in diagnostics and ITinformation technology solutions for animal health and food and water quality.quality, from May 2007 to January 2014. Mr. Berberian served as Chief Information Officer and President of Kellstrom Aerospace Defense, a fully integrated supply chain firm, from January 2000 to April 2007. He also served as Chief Information Officer of Interim Healthcare from September 1997 to January 2000.

Brian J. Caveney, M.D., J.D., M.P.H.

Senior Vice President and Chief Medical Officer

Brian J. Caveney (45) has served as Senior Vice President and Chief Medical Officer since September 2017. In this role, he has broad responsibility for the medical and scientific strategy of the enterprise. Most recently, Dr. Caveney was Chief Medical Officer at Blue Cross and Blue Shield of North Carolina (Blue Cross NC) where he joined in 2011. In addition to various roles in the Healthcare Division of the core health plan, Dr. Caveney also served as Chief Clinical Officer of Mosaic Health Solutions, a wholly owned subsidiary of Blue Cross NC for strategic investments in diversified health solutions businesses. Prior to joining Blue Cross NC, Dr. Caveney was a practicing physician and assistant professor at Duke University Medical Center and also provided consulting services for several companies in the Research Triangle Park, North Carolina, region. Dr. Caveney holds an M.D. from the West Virginia University School of Medicine, a J.D. from the West Virginia University College of Law and an M.P.H. in health policy and administration from the University of North Carolina at Chapel Hill. He completed his residency at Duke University Medical Center and is board-certified in preventive medicine, with a specialty in occupational and environmental medicine. He is the past President of the Southeastern Atlantic College of Occupational and Environmental Medicine.

Edward T. Dodson

Senior Vice President and Chief Accounting Officer

Mr.Edward T. Dodson (63)(65) has served as Senior Vice President and Chief Accounting Officer since June 2005. He also has served as the Principal Accounting Officer since December 2014. Mr. Dodson, who has been a Certified Public Accountantcertified public accountant for 3436 years, joined the Company in August 1997 as Vice President and Corporate Controller and became Senior Vice President in June 2001. Prior to joining the Company in 1997, Mr. Dodson was a senior manager in the audit and consulting practice of KPMG LLP, where he worked for 17 years in that firm’s Greensboro, North Carolina and Brussels, Belgium offices.

F. Samuel Eberts III

Senior Vice President, Chief Legal Officer and Secretary

The Company has announced Mr. Eberts (57) has served as Senior Vice President, Chief Legal Officer, Secretary and Chief Compliance Officer since JanuaryDodson is retiring effective April 1, 2009. Prior to that date he served as Senior Vice President, General Counsel since August 2004. Prior to joining the Company, he was Vice President, Secretary, and General Counsel of Stepan Company. Before joining Stepan Company, he was Assistant General Counsel for Cardinal Health, Inc. from 1998 to 2001 and Associate General Counsel for Allegiance Healthcare Corporation (Allegiance Healthcare Corporation was purchased by Cardinal Health in 1998). Prior to that time, he was Chief Counsel of the Biotech North America division of Baxter International Inc.2019.

Glenn A. Eisenberg

Executive Vice President and Chief Financial Officer

Mr.Glenn A. Eisenberg (55)(57) has served as Executive Vice President and Chief Financial Officer since June 2014. Mr. Eisenberg received his BachelorsBachelor of Arts degree from Tulane University in 1982 and his Master of Business Administration from Georgia State University in 1988. From 2002 until he joined the Company, he served as the Executive Vice President of Finance and Administration and Chief Financial Officer at The Timken Company, a $4.3 billion leading global manufacturer of highly engineered bearings and alloy steels and related products and services. Previously, he served as President and Chief Operating Officer of United Dominion Industries, now a subsidiary of SPX Corporation, after working in several roles in finance, including Executive Vice President and Chief Financial OfficerOfficer. Mr. Eisenberg serves on the Board of United Dominion. Mr. EisenbergDirectors of US Ecology, and he served on the BoardBoards of Directors of Family Dollar Stores Inc. until July 2015, where he chaired the Audit Committee,Committee; and on the Board of Directors of Alpha Natural Resources Inc. until May 2015, where he was the lead independent director and chair ofchaired the Nominating and Corporate Governance Committee.

EXECUTIVE OFFICERS

John D. Ratliff

Chief Executive Officer, Covance Drug Development

John D. Ratliff (57)(59) has served as the Chief Executive OfficerCEO of Covance Drug Development since October 1, 2016. Mr. Ratliff is a highly respected biopharmaceutical leader, with extensive experience in increasingly important roles in the industry. Most recently, he served as president and CEO of HUYA Bioscience International, a leader in globalizing biopharma innovation, from March 2016 to August 2016. From January 2014 until March 2016, Mr. Ratliff was engaged in a variety of entrepreneurial activities, including activities supporting Remarque Systems, Undercover Colors and T3D Therapeutics.innovation. Mr. Ratliff’s experience in biopharma also includes nearly ten years at Quintiles (now known as IQVIA), joining as Chief Financial Officer in 2004, becoming Chief Operating Officer in 2006, and President and COO in 2010, a position he held through December 2013.2010. He led Quintiles’ global services organization, with its clinical research, commercial, consulting, and lab operations, and was a member of the company’s Board of Directors. Mr. Ratliff is chairman of the board of the Association of Clinical Research Organizations. Previous roles throughout his career also include serving as Chief Financial Officer at Acterna, a provider of communications test solutions for telecommunications and cable network operators;operators, and in positions of increasing responsibility during his19-year tenure at IBM. Mr. Ratliff holds a Bachelor’s degree in Industrial and Systems Engineering, summa cum laude, from the Georgia Institute of Technology and a Master’s degree in Business Administration from Duke University.

Lisa J. Uthgenannt

Senior Vice President and Chief Human Resources Officer

Lisa J. Uthgenannt (56)(58) has served as Chief Human Resources Officer since March 2015. Prior to that she served as Senior Vice President Human Resources for Covance, since she joined Covance in November 2010.Inc. Prior to joining Covance, Ms. Uthgenannt held numerous leadership positions at Johnson & Johnson, in both medical devices and pharmaceutical businesses, since 2000. In her last role as Vice President of Human Resources for the comprehensive care sector, she served as a key adviser and executive coach to the worldwide chairman, helping to define the initial strategies and plans to advance the corporation’s comprehensive approach to chronic disease management. She also led the organization in designing and implementing a streamlined business model to increase product pipeline performance and accelerate growth opportunities.

Sandra D. van der Vaart

Senior Vice President, Global General Counsel and Secretary

Sandra D. van der Vaart (59) has served as Senior Vice President, Global General Counsel and Chief Compliance Officer since February 2019. Prior to that she served as LabCorp’s Senior Vice President, Deputy Chief Legal Officer since September 2015 and Senior Vice President, General Counsel and Assistant Secretary since January 2009. Prior to serving in these roles, Ms. van der Vaart served in various other roles within the legal department at LabCorp since January 2001.

Peter J. Wilkinson

Senior Vice President and Chief Accounting Officer

Peter J. Wilkinson (48) will serve as Senior Vice President and Chief Accounting Officer effective April 1, 2019. Mr. Wilkinson currently serves in the role of LabCorp’s Senior Vice President, Accounting since January 2019. Prior to that, Mr. Wilkinson served as Executive Vice President and Chief Financial Officer of Syneos Health, Inc.’s clinical division, a biopharmaceuticals services organization, from August 2017 to July 2018 and as Senior Vice President and Chief Accounting Officer of INC Research Holdings, Inc., a publicly traded predecessor to Syneos Health, from February 2016 to August 2017. Mr. Wilkinson also previously served as Senior Vice President in the INC Research Finance Department from April 2014 to February 2016. Prior to his position with INC Research, Mr. Wilkinson worked as a self-employed Financial Consultant following an earlier career as a Financial and Accounting Officer at Pharmaceutical Product Development, LLC, a clinical research organization.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes the Company’s executive compensation program and decisions for 2016.2018. This section details the compensation framework applied by the Compensation Committee and, in particular, our compensation philosophy, elements of executive pay, compensation decisions and the link between executive pay and performance. In accordance with the rules of the SEC, the named executive officers of the Company (“named executive officers”)NEOs for 20162018 are:

*	As further discussed below in the section entitledGary M. Huff and F. Samuel Eberts III Separation, Mr. Huff’s employment with the Company terminated effective December 31, 2018 and Mr. Eberts retired from the Company effective February 15, 2019.

Executive Summary

Company Performance Highlights

The Compensation Committee considers the Company’s financial and business performance, execution of the Company’s strategic plan, leadership, and operational performance in making compensation decisions. The Committee believes that realized compensation should be tied to the performance of the Company and shareholder returns. LabCorp delivered a strong performance in 2016.2018 including ten percent consolidated revenue growth and 20 percent Adjusted Earnings Per Share growth. Our management team continues to drive the disciplined execution of our mission to improve health and improve lives by delivering world-class diagnostic solutions, bringing innovative medicines to patients faster and using technology to provide betterimprove the delivery of care. Our management team has continued to build on the successful acquisition of Covance to transformtransformed the Company into a leading global life sciences company with employees in approximately 6053 countries.

20162018 Performance Highlights

The Company achieved strong operational and financial performance across a broad range of measures.

COMPENSATION DISCUSSION AND ANALYSIS

Revenue and Adjusted EPS Excluding Amortization: 2006 – 2016

Shareholder Engagement and Evolution of Compensation Plan

Over the last five years, our annual advisory vote on executive compensation has averaged support of approximately 95 percent of the shares voted. Last year, our annual advisory vote on executive compensation received support from approximately 95 percent of the shares voted.represented at the 2018 Annual Meeting of Shareholders and entitled to vote. We areconsider this level of approval indicative of the support of the vast majority of our shareholders. We remain committed to refining oura compensation program to incentivizethat incentivizes our leaders and alignaligns with our strategy, the key value drivers of our business and the expectations of our shareholders.

COMPENSATION DISCUSSION AND ANALYSIS

To ensure shareholder input is reflected in our programs, we maintain ongoing engagementengage with our shareholders forthroughout the specific purpose of seekingyear to discuss their views and feedback on our compensation and corporate governance programs.programs as well as other topics of emerging concern and focus. Since our last annual meeting, we have engaged with holders representing more than 7675 percent of our shares outstanding. Our shareholder outreach involved members of management and our Board, including our Compensation Committee Chair. We strive to increase our engagement with our shareholders, including by involving our Lead Independent Director as well as other members of our Board in meetings with our largest shareholders. One key area of discussion with our shareholders wasis our executive compensation program. FeedbackInput from our shareholders on compensation is shared with our Compensation Committee and discussed as part of the Committee’s annual review of our compensation program. Specific feedbackcomments we have received from investors over the past three years has beenare reflected in the evolution of theour executive compensation program and compensation best practices.practices, as well as our corporate governance practices, such as the adoption of our Clawback Policy.

Since 2011, our compensation program has changed considerably, includingwe have made several key structural changes:

In addition, we adopted a robust Incentive Compensation Recoupment Policy (the “Clawback Policy”) in 2018, which generally provides for clawback of cash and equity awards upon an Audit Committee or Compensation Committee finding, as applicable, of an accounting restatement caused by materialnon-compliance, an overpayment of an award based on an accounting error, or employee misconduct. See “Equity Grant Practices; Clawback Requirement” below for further discussion.

Our long-term incentives will continue to represent the overwhelming majority of our executives’ compensation mix to maintain emphasis on long-term alignment with the interests of our shareholders. AlthoughWith the Compensation Committee determinedCommittee’s determination to reintroduce the use of stock options in its equity awards in 2017, the long-term incentive mix will continuecontinues to be primarily performance-based, with 60 percent performance shares, 20 percent restricted stock

COMPENSATION DISCUSSION AND ANALYSIS

units and 20 percentnon-qualified stock options. Effective March 2016, the Committee increased Mr. King’s base pay by 9.5 percent and the base salaries of the other named executive officers as follows: Messrs. Berberian, Eberts and Eisenberg by 3 percent and Ms. Keller by 2.5 percent. The Committee also increased Ms. Uthgenannt’s base salary, by 5 percent, effective January 2016. Mr. King’s salary was increased as a result of the Committee’s view of his strong leadership skills and management of a significantly larger organization, the strong performance of the Company in 2015 and the fact that his salary had only been increased once (in 2015 by 3.6%) since 2011. The Committee also maintained a target pay mix for long-term incentives under the long-term incentive program consisting of 70 percent performance shares and 30 percent restricted stock units. The Committee concluded that this wasthe current mix is consistent with its commitment to responding to shareholder feedback,input, structuring pay for performance and incentivizing executives to achieve superior financial results and create shareholder value.

Compensation Program Overview and Alignment with Company Performance and Shareholder Interests

COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION DISCUSSION AND ANALYSIS

Strong Compensation Practices

Consistent with the Company’s focus on enhancing the alignment of our executive officers’ interests with those of our shareholders, the Company’s executive compensation program has the following features:

The Role of the Compensation Committee

The Compensation Committee is responsible for the development, oversight and implementation of the executive compensation plan. The Committee works throughout the year reviewing compensation trends, evaluating emerging best practices and considering changes to the executive compensation program that willaligns pay with performance and provide our senior management with an incentive to achieve superior financial results for the Company and align pay with performance.Company. In determining whether changes to the executive compensation program are needed, the Committee considers the goals and strategic objectives of the Company, including changes to strategy that should be reflected in the incentive structure

COMPENSATION DISCUSSION AND ANALYSIS

of the management team. The Committee also considers the results of prior advisory votes on compensation and direct shareholder feedbackinput in determining changes to the executive compensation program. The Committee approves changes to each component of executive officer compensation, including merit increases in base salary, annual incentive awards and long-term equity incentive awards.

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Decisions for Mr. King

With regard to compensation decisions for Mr. King, our Chief Executive Officer, the Compensation Committee considers the results of his performance assessment, including input from all independentnon-employee directors, as well as the Company’s financial and business performance. In an executive session, the chair of the Compensation Committee leads the independentnon-employee directors through a review of Mr. King’s annual accomplishments, a review and approval of compensation actions recommended by the Compensation Committee, and a review of performance objectives for the next year. The Board (except for Mr. King) reviews and approves the Committee’s decisions with respect to Mr. King’s compensation.

The Role of Management

Annually, Mr. King is invited to provide input on the Compensation Committee’s executive compensation decisions, and the Compensation Committee has delegated to Mr. King the responsibility of determining the individual and strategic goals for the annual incentive plans for each of the other named executive officers,NEOs, subject to the approval of the Compensation Committee. Mr. King’s input and awardcompensation proposals for the other executive officersNEOs are based on his assessment of past and expected individual performance and contribution. In addition, in her role as the Company’s Chief Human Resources Officer, Ms. Uthgenannt generally attends and participates in meetings of the Compensation Committee, including to provide input on the design and implementation of the Company’s executive compensation program.

The Role of the Independent Consultant

FW Cook, & Co., the Committee’s independent compensation consultant, plays an integral role in supporting the Compensation Committee in the compensation-setting process, and one of its representatives attends most of the Compensation Committee meetings to serve as a resource for the Committee. FW Cook & Co. provides insight and advice related to the Company’s compensation plans and policies, and provides recommendations based on compensation trends and regulatory/regulatory and compliance developments. In order toTo encourage independent review and discussion of executive compensation matters, the Compensation Committee and the Committee chair regularly meet with the independent compensation consultant in executive sessionsessions without management present. The Compensation Committee has sole authority to retain or replace the independent compensation consultant. In order toTo maintain consultant independence, Compensation Committeepre-approval is required for all services performed by the independent compensation consultant. In 2016,2018, the Committee assessed the independence of FW Cook & Co. considering, among other factors, the independence factors established by the New York Stock Exchange. Specifically, FW Cook & Co. provides no services to the Company or its management other than the services provided to the Compensation Committee in its capacity as the Committee’s independent adviser on executive compensation matters. FW Cook & Co. affirmed that no member of the consulting team has any business or personal relationship with the CEO or any member of the Company’s Compensation Committee. ItFW Cook also affirmed that neither FW Cook & Co. nor any member of the consulting team serving the Company’s Compensation Committee owns any stock or equity derivatives of the Company. In addition, the Committee evaluated the work of FW Cook & Co. and determined that its work raised no conflict of interest, including under applicable New York Stock Exchange factors. Considering all of these factors, the Compensation Committee concluded FW Cook was independent.

Use of Peer Group

In evaluating executive compensation, the Compensation Committee considers both absolute performance of the Company and performance relative to an established peer group, as well as the pay practices of that peer group. With input from FW Cook & Co. and recognizing that LabCorp has limitedno directly comparable competitors, the comparative peer group is selected from public companies in the healthcare services industry that are closest to LabCorp in terms of scope of services and are of a similar size in terms of revenue, profitability, cash flow, market capitalization and number of employees. Each year, with the support of FW Cook, & Co., the Committee reviews the previous year’s peer group to ensure it remains valid for benchmarking purposes and makes adjustmentsadjusts as needed to reflect changes in business strategy and circumstances (e.g., acquisitions). Following the completion of the Covance acquisition, the Compensation Committee requested Cook & Co. to review and evaluate any needed changes to the Company’s proxy peer group to reflect the Company’s new size and business mix. In addition to other changes, Allergan,St. Jude Medical, Inc., Covidien plc and Zimmer Biomet Holdings, Inc. (formerly Zimmer Holdings, Inc.) were was removed from the peer group. The Committee believes thatgroup following its acquisition by Abbott Laboratories in January 2017. Envision Health Care Corporation and MEDNAX, Inc. were added to the acquisitions of Allergan, Inc. and Covidien plc by Actavis plc andpeer

COMPENSATION DISCUSSION AND ANALYSIS

Medtronic plc, respectively, resulted in new combined companies with sizesgroup as the Committee believes that prevented the companies from being appropriate comparators. Zimmer Biomet was removed to decrease the focussize and business mix of the peer group on healthcare equipment companies.each company makes them suitable comparators for LabCorp. The companies included in the 20162018 comparative peer group were:

Annually, FW Cook & Co. prepares a review of competitive total compensation for the Company’s executives versus total compensation for similar positions at our peer group companies and utilizes national general industry survey data for executives for whom there is insufficient comparable information in the peer company proxy statements.

2016Shareholder Input

In addition to the overall comparative framework and the other factors discussed above and below, we also consider input from our shareholders. We engaged with shareholders representing more than 75 percent of our shares outstanding throughout the year relating to executive compensation matters and will continue our outreach and consideration of input from shareholders. We also consider the outcome of our annual say on pay votes when making executive compensation decisions. See “Proposal No. 2” below for this year’s “say on pay” proposal. Last year, approximately 95 percent of the shareholders’ votes represented at the 2018 Annual Meeting of Shareholders and entitled to vote on this proposal were voted in favor of the proposal. The Committee believes that this approval by a substantial majority of our shareholders demonstrates strong support for our approach to executive compensation and, as a result, the Committee will continue to evaluate executive compensation using the same clear principles of performance-based compensation.

2018 Actions

Our executive compensation program focuses on three key elements of compensation: (i) annual salary; (ii) annual cash incentive pay; and (iii) long-term incentive awards. The following chart shows how these elements were used by the Committee in 2016.2018.

COMPENSATION DISCUSSION AND ANALYSIS

In addition to the three main elements of our compensation program, we also provide limited perquisites, severance benefits and post-retirement benefits as part of a standard, competitive compensation package.

From time to time, the Committee, in its discretion, determines that certain executives should receive additional compensation outside of the annual compensation program. In 2016,2018, the Committee determined that each of Mr. Berberian and Mr. EisenbergRatliff should receive, and in April 2018 granted him, a restricted stock unit award with an approximate value of $1,000,000,$2,000,000, with 20 percent vesting ratably one-third eachon the one year for purposes of retention as they are leading initiatives critical to the long-term successanniversary of the business, in additiongrant date and 30 and 50 percent vesting on the second and third anniversaries of the grant date, respectively, to incentivize Mr. Ratliff to continue as Executive Vice President of the restricted stock units granted as partCompany and Chief Executive Officer of their respective long-term incentive awards.Covance Drug Development over the long-term.

Base Salary

While the Compensation Committee generally targets salary levels of the named executive officersNEOs at or below the median of the peer group, it retains the flexibility to adjust individual compensation to take into account variations in the individual’s job experience and responsibility, including as reviewed and recommended to the Committee by Mr. King. Annual changes in base salaries are determined using several factors, including the peer group’s practices, our performance, the individual’s performance and increases generally provided to our employees.

COMPENSATION DISCUSSION AND ANALYSIS

Effective March 2016,July 2018, the Committee increased Mr. King’s base pay by 9.5 percent and the4.3 percent. Mr. King declined a base pay increase in 2017. The base salaries of thecertain other named executive officersNEOs were increased as follows: Messrs. Berberian, EbertsEisenberg and EisenbergRatliff by 33.1 percent and Ms. KellerMr. Eberts by 2.55.8 percent. The Committee also increased Ms. Uthgenannt’s base salary, by 5 percent, effective January 2016. Mr. King’s salary was increased as a result of the Committee’s view of his strong leadership in managing a significantly larger organization, the performance of the Company in 2015 and the fact that his salary had only been increased once (in 2015 by 3.6%) since 2011. Ms. Uthgenannt’sEberts’ salary was increased based on an agreement madea review of competitive base salaries and Mr. Eberts’ performance. Mr. Huff declined his salary increase in connection with her move from the Covance Drug Development business tolight of LabCorp enterprise-wide responsibilities.Diagnostics’ performance.

Annual Cash Incentive Pay (MIB Plan)

Our MIB Plan is designed to compensate our executives for achievingin-year goals that further the Company’s strategy and create shareholder value. Target MIB Plan award amounts for 20162018 for the named executive officersNEOs ranged from 5070 percent to 150 percent of base salary, depending on the role of the executive and competitive market positioning. EachAs a result of the named executive officers earned annual incentive cash paymentslevel of 103.5performance on those goals and after taking into account individual goals, Mr. King received a MIB Plan payout below target at 91.9 percent of their 2016target. The other NEOs received a MIB payout of approximately 91.9 percent of target goals,on average with the exception of Ms. Keller,Mr. Ratliff, whose earned annual incentive cash paymentpayout was 100.3at 91.1 percent of her 2016 target, goals.and Mr. Huff whose payout was at 81.6 percent of target.

Company financial goals may be achieved by the named executive officersNEOs at a threshold, target or superior level. If actual performance measures fall between either the threshold and target levels or the target and superior levels, the payouts are interpolated accordingly. If the threshold level of performance for a particular goal is not achieved, the payout for that goal is zero. Individual and strategic goals are measured based on a yes/no outcome (i.e., the goal was either achieved, triggering a 100 percent target payment, or was not achieved, resulting in no payment).

Company Financial Goals. For 2016 each2018, all of our named executive officersthe NEOs shared the following two Company financial goals, based on the following two measures:which were each weighted at 35 percent for Messrs. King, Eberts and Eisenberg and at ten percent for Messrs. Huff and Ratliff:

The consolidated revenues and EBITDAconsolidated adjusted operating income performance measures were selected as performance measures because they aretop-line and bottom-line measures used by the Company and the investment community to evaluate our operating performance.

Mr. Ratliff had the following three additional business segment financial goals:

COMPENSATION DISCUSSION AND ANALYSIS

Mr. Huff had the following two additional business segment financial goals:

In addition to the shared Company financial goals described above, the performance measures used for the remaining 4030 percent of each named executive officer’sNEO’s target amount (except for Ms. Keller) were directed to specific areas of focus for each named executive officerNEO for 2016,2018, tying individual performance to strategic goals that were intended to contribute to our overall success. The individual and strategic goals applicable to each named executive officerNEO under the MIB Plan for 20162018 are discussed below under the heading “Summary of MIB Plan Payments by Executive.”

Ms. Keller shared the two Company financial goals referenced above (weighted ten percent for each goal) and had three additional segment business financial goals as listed below: Covance Drug Development Segment Revenues (25 percent weighting); Covance Drug Development Segment Adjusted Operating Income (25 percent weighting); and Covance Drug Development Segment Net Orders (ten percent weighting).

The remaining 20 percent of Ms. Keller’s target amount was directed to specific areas of focus for the Covance Drug Development segment business for 2016, tying her individual performance to strategic segment goals that were intended to contribute to our overall success.

Setting and Evaluating Performance Targets. The threshold, target and superior goals for the consolidated revenues and consolidated EBITDAadjusted operating income measures were based on various outcomes considered by the Compensation Committee, with the target amounts most closely approximating the Company’s operating budget approved by the Board. The achievement of performance measures that are not financially-based was determined by the Committee in its discretion and after discussion with Mr. King. Performance levels are determined annually by the Compensation Committee based upon its collective experience, and reasoned business judgment.judgment and consultation with FW Cook. The Compensation Committee determines the performance measures, performance targets and allocation for Mr. King. In turn, the Committee has delegated to Mr. King the responsibility of determining the individual and strategic goals for the annual incentive plans for each of the other named executive officers,NEOs, subject to the approval of the Compensation Committee.

COMPENSATION DISCUSSION AND ANALYSIS

Results for 20162018 Company and Segment Financial Goals. The 20162018 goals that were common for each of the named executive officersNEOs and the result for the year for each goal were: