Quest Diagnostics Inc

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by a Party other than the Registrant [_]

[_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (as permitted by Rule 14a-6(e)(2))

[_] Soliciting Material Pursuant to Section 240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

[_] Fee paid previously with preliminary materials

[_] Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Notice of 2025 Annual Meeting of Stockholders

Working together to create a healthier world, one life at a time

We help people make the best decisions to improve health by providing high-quality, innovative, convenient and affordable diagnostic testing insights and services using our scale and extensive reach

How we grow ● Collaborating with healthcare providers and partners to leverage our broad access

● Offering an industry-leading menu of testing and other services

● Leveraging our data assets and services to improve population health and enable value-based care

● Continuously improving our quality and efficiency by leveraging the Quest Management System and by embracing innovative technologies, such as automation and artificial intelligence ("AI")

Who we serve: physicians, hospitals, patients and consumers, health plans, employers, emerging retail healthcare providers, government agencies, pharmaceutical companies and other commercial clinical laboratories

How we work Customer first, Care, Collaboration, Continuous improvement, Curiosity

Notice of 2025 Annual Meeting of Stockholders

It is my pleasure to invite you to attend Quest Diagnostics' 2025 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, stockholders will vote on the following, in addition to any other business as may properly come before the Annual Meeting or any adjournment or postponement thereof:

● to approve, on an advisory basis, the executive compensation disclosed in the accompanying proxy statement;

● to ratify the appointment of our independent registered public accounting firm for 2025; and

● to consider a stockholder proposal, as described in the accompanying proxy statement, if properly presented at the Annual Meeting.

Attendance at the Annual Meeting is limited to stockholders at the close of business on March 17, 2025, or their duly appointed proxy holder.

We enclose our proxy statement, our Annual Report and a proxy card; distribution of these materials is scheduled to begin on April 4, 2025. Your vote is very important. We urge you to submit your proxy even if you plan to attend the Annual Meeting. Most stockholders may submit a proxy via mail, telephone or the Internet. Instructions on how to submit your proxy are included with your proxy card and these proxy materials. Please submit your proxy promptly.

Thank you for your continued support of Quest Diagnostics.

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.

Time and Date: 10:30 a.m. Eastern Time, May 15, 2025

Place: One Insights Drive, Clifton, New Jersey

1. To elect ten directors FOR EACH NOMINEE

2. To approve, on an advisory basis, the compensation of our named executive officers disclosed in our Proxy Statement FOR

3. To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025 FOR

4. To consider a stockholder proposal regarding calling a special meeting of stockholders, if properly presented at the Annual Meeting AGAINST

Stockholder proposals submitted pursuant to SEC Rule 14a-8 must be received by Quest Diagnostics Incorporated ("Quest Diagnostics,"the"Company," "we"or"our") by December 5, 2025.

Notice of stockholder proposals outside of SEC Rule 14a-8, including nominations (other than proxy access nominations) for the Board of Directors (the "Board"), must be received by the Company no earlier than January 15, 2026 and no later than February 14, 2026 and must comply with the requirements set forth in our by-laws. In addition to the requirements set forth in our by-laws, stockholders who intend to solicit proxies for nominations for election to the Board other than the Company's nominees in reliance on the universal proxy rules (Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) must also comply with the additional requirements of Rule 14a-19.

Notice of proxy access director nominations must be received by the Company no earlier than November 5, 2025 and no later than December 5, 2025.

The following table provides summary information about our director nominees.

Robert B. Carter 65 2024 Retired Executive Vice President and Chief Information Officer, FedEx Corporation AFC

James E. Davis 62 2022 Chairman, Chief Executive Officer and President, Quest Diagnostics Incorporated EX ●

Luis A. Diaz, Jr., M.D. 54 2023 Head of the Division of Solid Tumor Oncology, Memorial Sloan Kettering Cancer Center CS