UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 22, 2025, at the Henry Schein, Inc. (the “Company”) 2025 Annual Meeting of Stockholders (the “Annual Meeting”), the Company’s stockholders considered: (1) a proposal to consider approval of the election of twelve directors of the Company for terms expiring in 2026; (2) a proposal to consider approval of Max Lin as a director of the Company for a term expiring in 2026, provided that certain conditions were satisfied (which conditions have been satisfied); (3) a proposal to consider approval of William K. “Dan” Daniel as a director of the Company for a term expiring in 2026, provided that certain conditions were satisfied (which conditions have been satisfied); (4) a proposal to consider approval, by non-binding vote, of the 2024 compensation paid to the Company’s Named Executive Officers (as defined in the proxy statement) (commonly known as a “say-on-pay” proposal); and (5) a proposal to consider the ratification of the selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2025. The voting results at the Annual Meeting, with respect to each of the matters described above, are set forth below.
| 1. | The twelve directors of the Company were elected to serve for terms expiring in 2026 based upon the following votes: |
| For | Against | Abstain | Broker Non-Votes |
|||||||||||||
| Mohamad Ali |
96,213,579 | 6,590,237 | 6,058,005 | 5,915,043 | ||||||||||||
| Stanley M. Bergman |
91,800,822 | 15,920,091 | 1,140,908 | 5,915,043 | ||||||||||||
| Deborah Derby |
94,593,299 | 8,240,677 | 6,027,845 | 5,915,043 | ||||||||||||
| Carole T. Faig |
96,363,571 | 6,441,173 | 6,057,077 | 5,915,043 | ||||||||||||
| Joseph L. Herring |
96,393,643 | 9,159,158 | 3,309,020 | 5,915,043 | ||||||||||||
| Robert J. Hombach |
97,038,087 | 6,351,699 | 5,472,035 | 5,915,043 | ||||||||||||
| Kurt P. Kuehn |
96,146,297 | 6,770,674 | 5,944,850 | 5,915,043 | ||||||||||||
| Philip A. Laskawy |
87,702,261 | 20,581,128 | 578,432 | 5,915,043 | ||||||||||||
| Anne H. Margulies |
96,251,355 | 6,555,825 | 6,054,641 | 5,915,043 | ||||||||||||
| Scott Serota |
96,301,431 | 6,503,217 | 6,057,173 | 5,915,043 | ||||||||||||
| Bradley T. Sheares, Ph.D. |
94,327,616 | 11,153,012 | 3,381,193 | 5,915,043 | ||||||||||||
| Reed V. Tuckson, M.D., FACP |
96,312,524 | 6,588,964 | 5,960,333 | 5,915,043 | ||||||||||||
| 2. | Max Lin was elected as a director of the Company for a term expiring in 2026 based upon the following votes: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 108,297,741 | 445,194 | 118,886 | 5,915,043 |
| 3. | William K. “Dan” Daniel was elected as a director of the Company for a term expiring in 2026 based upon the following votes: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 108,257,602 | 478,102 | 126,117 | 5,915,043 |
| 4. | The 2024 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 | |||
| 93,338,427 | 12,176,836 | 3,346,558 | 5,915,043 |
| 5. | The selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2025 was ratified based upon the following votes: |
| For |
Against |
Abstain | ||
| 107,876,507 | 3,390,933 | 3,509,424 |
SIGNATURE
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. (Registrant) | ||||||
| Date: May 23, 2025 | By: | /s/ Kelly Murphy | ||||
| Kelly Murphy | ||||||
| Senior Vice President and General Counsel | ||||||