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
• Increase of the Aggregate Share Reserve. The aggregate share reserve was
increased by an additional 275,000 shares of common stock for a maximum
total share reserve of 2,075,000 shares of common stock under the 2023
Non-Employee Director Stock Incentive Plan, subject to antidilution
adjustments set forth in the 2023 Non-Employee Director Stock Incentive
Plan.
• Clarification of "Acquisition Event" Provisions. The 2023 Non-Employee
Director Stock Incentive Plan clarifies that the Company shall have the
discretion, in connection with an "Acquisition Event" (as defined in the
2023 Non-Employee Director Stock Incentive Plan), to (i) accelerate the
vesting of stock options and other stock-based awards with exercise
rights and/or (ii) cash out all other stock-based awards that do not
contain an exercise right, 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. The 2023
Non-Employee Director Stock Incentive Plan also adds certain carveouts to
the definition of Acquisition Event applicable to awards granted
following the stockholder approval of the 2023 Non-Employee Director
Stock 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 2023 Non-Employee Director Stock Incentive Plan.
• Introduce Uniform Minimum Vesting Standards. The 2023 Non-Employee
Director Stock Incentive Plan was amended to require a minimum vesting
schedule of at least one year for all new awards under the 2023
Non-Employee Director Stock Incentive Plan, with no portion of such
awards permitted to vest prior to the first anniversary of the date of
the 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). The 2023 Non-Employee Director Stock Incentive Plan
permits, however, awards of stock options and other stock-based awards to
contain earlier restricted periods, so long as the aggregate amount of
shares subject to such awards does not exceed 5% of the aggregate share
reserve available with respect to stock options and other stock-based
awards, as applicable.
• Annual Limit. The annual limit on director compensation in the 2023
Non-Employee Director Stock Incentive Plan provides that any stock
options or other stock-based awards granted to any non-employee director
under the 2023 Non-Employee Director Stock Incentive Plan in respect of
any fiscal year plus any cash-based compensation granted to
any non-employee director in respect of any such fiscal year, in each
case solely with respect to his or her service as non-employee director,
may not exceed $900,000 based on the aggregate Fair Market Value (as
defined in the 2023 Non-Employee Director Stock Incentive Plan and as
determined as of the date of the grant) of any equity-awards plus the
aggregate value (determined as of the date of the grant) of any
cash-based compensation.
• No Dividends on Stock Options and Other Appreciation-Based Awards;
Dividends on Unvested Full Value Other Stock-Based Awards. The 2023
Non-Employee Director Stock Incentive Plan expressly prohibits the
payment of dividends and dividend equivalents with respect to any awards
of stock options and stock appreciation rights and other
appreciation-based awards granted as other stock-based awards, which has
generally been the Company's prior practice with respect to stock options
and SARs. Additionally, the 2023 Non-Employee Director Stock Incentive
Plan requires that dividends or dividend equivalents paid in connection
with awards of restricted stock, restricted stock units ("RSUs") and
other full value awards granted as other stock-based awards will be
credited, deferred until, and subject to the satisfaction of vesting of,
and be subject to the restrictions applicable to, the underlying
restricted stock, restricted stock units and other full value awards,
which has generally been the Company's prior practice with respect to
RSUs.
• Extend the Term. The term of the 2023 Non-Employee Director Stock
Incentive Plan was extended until May 23, 2033 (the 2015 Non-Employee
Director Stock Incentive Plan was scheduled to expire on June 22, 2025 ).
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In addition, the Board of Directors of the Company also adopted certain other minor clarifying amendments to the 2023 Non-Employee Director Stock Incentive Plan, which did not require stockholder approval, to reflect developments in applicable law and equity compensation practices.
The foregoing summary of the 2023 Non-Employee Director Stock Incentive Plan does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the 2023 Non-Employee Director Stock Incentive Plan, which is attached as Exhibit 10.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company's stockholders considered: (1) a proposal to
consider approval of the election of fourteen directors of the Company for terms
expiring in 2024; (2) a proposal to consider amending and restating the
Company's 2015 Non-Employee Director Stock Incentive Plan (to be renamed the
2023 Non-Employee Director Stock Incentive Plan); (3) a proposal to consider
approval, by non-binding vote, of the 2022 compensation paid to the Company's
Named Executive Officers (as defined in the proxy statement) (commonly known as
a "say-on-pay" proposal); (4) a proposal to consider approval, by non-binding
vote, of the frequency of future advisory votes on executive compensation
(commonly known as a "frequency of say-on-pay" proposal); and (5) a proposal to
consider the ratification of the selection of
1. The fourteen directors of the Company were elected to serve for terms
expiring in 2024 based upon the following votes:
Broker
For Against Abstain Non-Votes
Mohamad Ali 114,216,459 933,148 393,571 6,194,307
Stanley M. Bergman 105,966,871 9,152,237 424,070 6,194,307
James P. Breslawski 113,265,481 2,154,600 123,097 6,194,307
Deborah Derby 106,463,038 8,953,013 127,127 6,194,307
Joseph L. Herring 112,869,861 2,536,152 137,165 6,194,307
Kurt P. Kuehn 112,275,848 3,135,707 131,623 6,194,307
Philip A. Laskawy 81,948,666 33,453,439 141,073 6,194,307
Anne H. Margulies 114,072,137 1,335,495 135,546 6,194,307
Mark E. Mlotek 113,245,277 2,168,870 129,031 6,194,307
Steven Paladino 111,836,161 3,583,373 123,644 6,194,307
Carol Raphael 113,874,718 1,274,761 393,699 6,194,307
Scott Serota 114,490,393 893,554 159,231 6,194,307
Bradley T. Sheares, Ph.D. 103,836,640 11,558,477 148,061 6,194,307
Reed V. Tuckson, M.D., FACP 114,239,925 917,717 385,536 6,194,307
2. The amendment and restatement of the Company's 2015 Non-Employee Director
Stock Incentive Plan (to be renamed the 2023 Non-Employee Director Stock
Incentive Plan) was approved based upon the following votes:
For Against Abstain Broker Non-Votes 107,505,366 6,899,730 1,138,082 6,194,307
3. The 2022 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 105,466,991 9,818,876 257,311 6,194,307
4. The proposal to recommend, by non-binding vote, the frequency of future
advisory votes on executive compensation, commonly known as the
"frequency of say-on-pay" proposal, was approved, by non-binding vote,
based upon the following votes:
1 Year 2 Years 3 Years Abstain
113,088,221 77,382 2,183,444 194,131
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5. The appointment of BDO USA, LLP as the Company's independent registered
public accounting firm for the fiscal year ending December 30, 2023 was
ratified based upon the following votes:
For Against Abstain
113,558,999 7,958,012 220,474
Based upon the results set forth above, and consistent with the Board of Directors' recommendation, the Company will continue to include an advisory vote on named executive officer compensation in the Company's proxy statement every year until the next required vote on the frequency of such votes.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1Henry Schein, Inc. 2023 Non-Employee Director Stock Incentive Plan, as amended and restated effective as ofMay 23, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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