LABORATORY CORP OF AMERICA HOLDINGS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant

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Laboratory Corporation of America Holdings

(Name of Registrant as Specified In Its Charter)

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OUR MISSION

Improve health,

improve lives

OUR STRATEGIC PILLARS

• Build on our leadership in oncology • Differentiate through digital and data • Drive customer centricity • Expand globally

Letter from our Chair and Chief Executive Officer

“Labcorp had a transformational year in 2023. We continued to focus on and advance our near-term and long-term growth opportunities and successfully completed the spin of our former clinical development and commercialization services business, Fortrea Holdings Inc., now an independent publicly held company. At the same time, we delivered strong results across the enterprise and have strong momentum heading into 2024.” ADAM H. SCHECHTER

Dear Shareholder,

On behalf of management and the board of directors, I invite you to join us for the 2024 Annual Shareholder Meeting of Labcorp, held on Tuesday, May 14, 2024, at 9:00 a.m. Eastern Time. The meeting will be webcast live at www.virtualshareholdermeeting.com/LH2024 at which time you can vote your shares electronically and submit questions.

Labcorp had a transformational year in 2023. We continued to focus on and advance our near-term and long-term growth opportunities and successfully completed the spin of our former clinical development and commercialization services business, Fortrea Holdings Inc. (“Fortrea”), now an independent publicly held company. At the same time, we delivered strong results across the enterprise and have strong momentum heading into 2024. Our core business segments, Diagnostics Laboratories and Biopharma Laboratory Services, which includes Central Laboratory Services and Early Development Research Laboratories, are well-positioned to better meet customer needs and capture market opportunities this year and into the future.

Fortrea Spin

Completing the spin of Fortrea allowed Labcorp greater strategic flexibility and created significant value for our shareholders. The completion of the spin is a testament to our teams’ steadfast work ethic, focus on our customers and ability to execute.

Our Business Strength

In 2023, we generated $12.16 billion in revenue, $1.20 billion in operating cash flow, $748.7 million in free cash flow from continuing operations (operating cash flow less capital expenditures and excluding spin-related items), diluted earnings per share of $4.33, and adjusted earnings per share of $13.56. Moreover, our Base Business, the business operations excluding COVID-19 PCR and antibody testing, is well-positioned for continued success in 2024.

Our Diagnostics business benefited from increased demand for routine and esoteric testing and continued progress in establishing collaborations with health systems and hospitals. Biopharma Laboratory Services is also well-positioned for success in 2024 due to our customer relationships, extensive scientific expertise, and global scale.

Near-term and long-term significant growth opportunities

We continue to make notable progress on our near-term and long-term areas of focus that we believe will drive continued growth.

In the near-term, we are now well-established as the partner of choice for hospitals and health systems and regional/local laboratories. Labcorp brings the scientific expertise, innovation, and robust data and analytics capabilities needed to serve patients efficiently and with high quality, enabling hospitals to be at the forefront of science, technology and innovation in testing. The pipeline of opportunities within health systems and regional/local labs represents a tremendous opportunity for the Company.

We are also bringing new testing, particularly specialty testing including companion diagnostics, to patients and physicians. Our focus is on four key areas of specialty testing: oncology, women’s health, autoimmunology and neurology. We anticipate that these clinical areas will outpace the growth of other specialties. The development of specialty tests and companion diagnostics will continue to make us an attractive partner to health systems and to our biopharmaceutical partners as they develop more therapies for specialty areas.

Cell and gene therapies make up approximately 20% of pharmaceutical companies’ pipelines, with more than 2,000 trials underway, and we expect this market to grow at a substantially higher rate than other therapies over the next five years. In the longer term, we see great opportunities for the Company to support the development and commercialization of these therapies and to make them more available to patients.

In addition, we continue to expand our consumer-centric capabilities and look for opportunities to expand into this market with more convenient and innovative offerings.

Finally, we are leveraging our global laboratory network to expand our business globally by bringing specialty testing capabilities outside of the U.S. Our scale, portfolio breadth and geographic presence are differentiators and uniquely position us to expand into new markets.

Prioritizing Governance

Labcorp’s long-standing commitment to strong corporate governance is an important part of our efforts to create long-term value for shareholders. Our board prioritizes empowering inclusive leadership, building and sustaining a diverse talent pipeline, and creating an environment for engagement across the enterprise and in our communities.

We also prioritizetwo-way communication with our shareholders and value the input we receive. We share the insights gained from these meetings with the full board on a regular basis so that all directors benefit from our shareholders’ perspectives.

Our compensation program is designed to create strong alignment between our executives’ pay and the Company’s performance. The Labcorp board believes our current compensation program, which is focused on performance-based and variable compensation, achieves this objective, and we will continue to refine the program to reflect our strategic execution and the best interests of shareholders. I encourage you to review the discussion of our compensation program that begins on page 47.

Your Vote is Important

At the 2024 Annual Meeting, we will ask you to (1) elect ten director nominees; (2) approve, on anon-binding advisory basis, the compensation of our named executive officers; (3) ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024; (4) vote upon three shareholder proposals; and (5) act on any other business matters properly brought before the meeting.

Please review the detailed information beginning on page 24 about the skills and qualifications of our directors. We believe they are the right people to oversee our Company.

It is important that your shares are represented and voted on at the meeting. I urge you to promptly vote and submit your proxy via the Internet, by phone, or by mail.

Looking Ahead

We will continue to deliver the best possible laboratory solutions for our customers as we move forward with an urgency and focus on our enterprise strategy and continue to advance our mission to improve health and to improve lives.

I also want to thank our more than 67,000 employees around the world, who are the driving force behind what we do every day. We are excited about the opportunities ahead of us, and we believe the future is bright for Labcorp and its patients, customers, and shareholders.

On behalf of management and the board, thank you for your support. We look forward to your participation during the 2024 Annual Meeting.

Sincerely,

Adam H. Schechter

Chairman and Chief Executive Officer

Letter from our Lead Independent Director

“For 2023, the achievements that stand out most to me, against the backdrop of continued global economic challenges and the successful spin of Fortrea, are the Company’s notable advancements in each of our focus areas.... Labcorp also remains committed to strong corporate governance practices. Maintaining a qualified, diverse and majority independent board, with periodic refreshment to bring in new and different perspectives, is the cornerstone of our approach to sound corporate governance.” GARHENG KONG, M.D., Ph.D.

Dear Shareholder,

In 2023, a transformational year, Labcorp delivered strong results, that were attributable to the strategic focus and leadership provided by the board of directors and management and the dedication and contributions of our more than 67,000 dedicated employees across the globe.

Highlights of the Company’s 2023 performance are available throughout this Proxy Statement. For 2023, the achievements that stand out most to me, against the backdrop of continued global economic challenges and the successful spin of Fortrea, are the Company’s notable advancements in each of our focus areas:

Corporate Governance

Labcorp also remains committed to strong corporate governance practices. Maintaining a qualified, diverse and majority independent board, with periodic refreshment to bring in new and different perspectives, is the cornerstone of our approach to sound corporate governance. In addition to my becoming lead

independent director, we welcomed Kirsten Kliphouse and Paul Rothman, M.D. to the board in October 2022 and June 2023, respectively. We also appointed new chairs for our Audit, Compensation and Human Capital, and Nominating and Corporate Governance Committees.

Lead Independent Director Responsibilities

The board believes that having a robust lead independent director role with clearly defined roles and responsibilities that support independent oversight of management provides for an efficient and effective leadership structure for the Company.

I was elected to the position of lead independent director by the independent directors of our board. In this role, I serve as a liaison between the board Chair and the independent directors, preside over executive sessions of the board, provide feedback from executive sessions to the Chair, and advise the Chair with respect to the schedule, agenda, and information for Board meetings in order to facilitate timely and appropriate information flow to and from the board. This structure serves to increase board effectiveness, strengthen our ongoing dialogue between management and the independent directors, and ensures that the board’s recommendations and certain other deliberations are delivered to the Chair and management team.

Additionally, the board works closely with the Company’s management team to prioritizetwo-way communication with our shareholders. Discussions with shareholders centered on our governance practices, business strategy, approach to inclusion, diversity, and belonging, our efforts to support sustainability, and how we give back to the communities we serve.

I remain confident that the Company’s track record of innovation and our extraordinary workforce will continue to have a meaningful impact on improving health and improving lives in a responsible, sustainable way. On behalf of the Labcorp Board of Directors, we thank you for your continued support and hope you can join us at Labcorp’s 2024 Annual Shareholder Meeting.

Sincerely,

Garheng Kong, M.D., Ph.D.

Lead Independent Director

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

Notice of 2024 Annual Meeting of Shareholders

DATE & TIME Tuesday, May 14, 2024 9:00 a.m., Eastern Daylight Time RECORD DATE March 20, 2024 Only shareholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the 2024 Annual Meeting.

WHERE The 2024 Annual Meeting of Laboratory Corporation of America Holdings will be a virtual meeting of shareholders to be held as a live webcast over the Internet at: www.virtualshareholdermeeting.com/LH2024

ITEMS OF BUSINESS

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.

By Order of the Board of Directors

Sandra D. van der Vaart

Secretary

Important notice regarding the availability of proxy materials for the 2024 Annual Meeting of Shareholders to be held on May 14, 2024. Our Proxy Statement and Annual Report to Shareholders are available at: www.proxyvote.com.

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