HENRY SCHEIN, INC. 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
• Change the Name of the Plan. The 2013 Stock Incentive Plan has been
renamed the Henry Schein, Inc. 2020 Stock Incentive Plan (the "2020
Incentive Plan").
• Increase of the Aggregate Share Reserve. The aggregate share reserve was
increased by an additional 5,700,000 shares for a total share reserve of
70,942,657 shares under the 2020 Incentive Plan.
• Clarification of "Acquisition Event" Provisions. The 2020 Incentive Plan
clarifies that the Company shall have the discretion, in connection with
an "Acquisition Event" (as defined in the 2020 Incentive Plan), to (i)
accelerate the vesting of options and stock appreciation rights, and/or
(ii) cash out all other awards, in each case, only if the successor entity
does not assume or substitute outstanding awards on a substantially
equivalent basis in connection with the Acquisition Event. Additionally,
the 2020 Incentive Plan adds certain carveouts to the definition of
"Acquisition Event" applicable to awards granted following the stockholder
approval of the 2020 Incentive Plan (relating to events that will not
constitute an Acquisition Event) to match carveouts found in the
definition of "Change of Control" in the 2020 Incentive Plan.
• Introduce Uniform Minimum Vesting Standards. The 2020 Incentive Plan
requires a minimum vesting schedule of at least one year for all new
awards under the 2020 Incentive Plan, with no portion of such awards
permitted to vest prior to the first anniversary of the date of grant
(except that accelerated vesting is permitted in the event of a change of
control of the Company or the participant's death, disability or
retirement).
• No Dividends on Options and Stock Appreciation Rights; Dividends on
Unvested Restricted Stock Units Subject to Vesting. The 2020 Incentive
Plan expressly prohibits the payment of dividends and dividend equivalents
with respect to any awards of options or stock appreciation rights
("SARs"), which has generally been the Company's practice with respect to
awards of options and SARs under the 2013 Stock Incentive Plan.
Additionally, the 2020 Incentive Plan requires that dividends or dividend
equivalents paid in connection with awards of restricted stock units
("RSUs") be credited, deferred until, and subject to the satisfaction of
vesting of, and be subject to the restrictions applicable to, the
underlying RSUs, which has generally been the Company's practice with
respect to awards of RSUs under the 2013 Stock Incentive Plan.
• Extend the Term. The term of the 2020 Incentive Plan was extended until
March 31, 2030 (the 2013 Stock Incentive Plan was scheduled to expire on
May 14, 2023 ).
In addition, the Board of Directors of the Company also adopted certain other minor clarifying amendments to the 2020 Incentive Plan, which did not require stockholder approval, to reflect developments in applicable law and equity compensation practices.
The foregoing summary of the 2020 Incentive Plan does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the 2020 Incentive Plan, which is attached as Exhibit 10.1 and incorporated herein by reference.
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Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company's stockholders considered: (1) the election
of fifteen directors of the Company for terms expiring in 2021; (2) a proposal
to amend and restate the Company's Amended and Restated 2013 Stock Incentive
Plan to, among other things, increase the aggregate share reserve and extend the
term of the plan to
1. The fifteen directors were elected based upon the following votes:
Broker
For Against Abstain Non-Votes
Barry J. Alperin 110,676,857 13,918,540 99,042 6,085,292
Gerald A. Benjamin 119,526,736 5,068,060 99,643 6,085,292
Stanley M. Bergman 114,975,034 7,863,711 1,855,694 6,085,292
James P. Breslawski 119,507,072 5,079,450 107,917 6,085,292
Paul Brons 119,681,200 4,910,037 103,202 6,085,292
Shira Goodman 124,375,293 218,558 100,588 6,085,292
Joseph L. Herring 124,237,715 354,483 102,241 6,085,292
Kurt P. Kuehn 123,339,198 1,253,287 101,954 6,085,292
Philip A. Laskawy 108,516,865 15,273,146 904,428 6,085,292
Anne H. Margulies 124,496,436 98,987 99,016 6,085,292
Mark E. Mlotek 119,510,299 5,071,649 112,491 6,085,292
Steven Paladino 106,439,508 18,152,300 102,631 6,085,292
Carol Raphael 123,897,801 697,722 98,916 6,085,292
E. Dianne Rekow, DDS, Ph.D. 124,452,315 143,033 99,091 6,085,292
Bradley T. Sheares, Ph.D. 122,992,716 1,599,726 101,997 6,085,292
2. The proposal to amend and restate the Company's Amended and Restated 2013
Stock Incentive Plan to, among other things, increase the aggregate share
reserve and extend the term of the plan to March 31, 2030 was approved, based
upon the following votes:
For Against Abstain Broker Non-Votes
114,952,356 9,617,689 124,394 6,085,292
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3. The 2019 compensation paid to the Company's Named Executive Officers,
commonly known as the "say-on-pay" proposal, was approved, by non-binding
vote, based upon the following votes:
For Against Abstain Broker Non-Votes
112,555,031 11,903,582 235,826 6,085,292
4. The selection of BDO USA, LLP as the Company's independent registered public
accounting firm for the fiscal year ending December 26, 2020 was ratified
based upon the following votes:
For Against Abstain
123,671,594 7,048,849 59,288
Item 9.01 Financial Statements and Exhibits
(d) Exhibits 10.1Henry Schein, Inc. Stock Incentive Plan, as amended and restated effective as ofMay 21, 2020 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4
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