UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Letter Agreement on Voting Commitment
On April 7, 2025, Henry Schein, Inc. (the “Company”) and KKR Hawaii Aggregator L.P. (“KKR”) entered into a Letter Agreement on Voting Commitment (the “Letter Agreement”) related to certain voting provisions set forth in the Strategic Partnership Agreement between the Company and KKR dated January 29, 2025 (the “Partnership Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Partnership Agreement.
Per the Letter Agreement, the parties agreed that, notwithstanding anything in the Partnership Agreement to the contrary, with respect to each meeting of the stockholders of the Company during the Term (including, if applicable, with respect to written consents if stockholders of the Company are requested to vote through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company) or any postponement or adjournment thereof, in the event that both Institutional Shareholder Services and Glass Lewis & Co. (including any successor thereof) issue a voting recommendation that differs from the voting recommendation of the Board with respect to any proposal made by another stockholder (other than with respect to the election or removal of directors), the Investor Parties and their Affiliates shall be permitted to vote in their sole discretion with respect to such proposal.
Except as specifically set forth in the Letter Agreement, (i) the execution, delivery and effectiveness of the Letter Agreement shall not constitute a waiver or amendment of any provision of the Partnership Agreement and (ii) all of the terms of the Partnership Agreement shall remain unmodified and in full force and effect.
The foregoing summary of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is attached as Exhibit 10.1, and which is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Letter Agreement on Voting Commitment by and between the Company and KKR | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HENRY SCHEIN, INC. | ||||||
| Date: April 9, 2025 | By: | /s/ Kelly Murphy | ||||
| Name: | Kelly Murphy | |||||
| Title: | Senior Vice President and General Counsel | |||||