Henry Schein, Inc. (NASDAQ:HSIC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Henry Schein, Inc. (NASDAQ:HSIC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On May31, 2017, Henry Schein, Inc. (the Company) held its Annual
Meeting of Stockholders (the Annual Meeting). At the Annual
Meeting, the Companys stockholders approved an amendment (the
Amendment) to the Henry Schein, Inc. Section162(m) Cash Bonus
Plan to extend the term of the plan to December31, 2021 and to
re-approve the performance goals thereunder.

The foregoing summary of the Amendment does not purport to be
complete and is subject to, and qualified in its entirety by, the
full text of the Amendment, which is attached hereto as Exhibit
10.1 and incorporated herein by reference.

Item5.07 Submission of Matters to a Vote of Security
Holders.

At the Annual Meeting, the Companys stockholders considered:
(1)the election of fifteen directors of the Company for terms
expiring in 2018; (2)a proposal to amend the Henry Schein, Inc.
162(m) Cash Bonus Plan to extend the term of the plan to
December31, 2021 and to re-approve the performance goals
thereunder; (3)a proposal to consider approval, by non-binding
vote, of the 2016 compensation paid to the Companys Named
Executive Officers (as defined in the Companys Proxy Statement
dated April10, 2017), commonly known as the 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 the frequency of say-on-pay proposal; and
(5)the ratification of the selection of BDO USA, LLP as the
Companys independent registered public accounting firm for the
fiscal year ending December30, 2017. The voting results at the
Annual Meeting, with respect to each of the matters described
above, were as follows:

1. The fifteen directors were elected based upon the following
votes:
For Against Abstain Broker Non-Votes

Barry J. Alperin

62,152,867 3,692,993 43,407 5,928,305

Lawrence S. Bacow, Ph.D.

65,590,541 247,961 50,765 5,928,305

Gerald A. Benjamin

64,704,737 1,151,143 33,387 5,928,305

Stanley M. Bergman

62,935,135 2,849,088 105,044 5,928,305

James P. Breslawski

64,706,598 1,158,727 23,942 5,928,305

Paul Brons

65,357,733 478,319 53,215 5,928,305

Joseph L. Herring

65,704,403 127,723 57,141 5,928,305

Donald J. Kabat

62,197,046 3,638,102 54,119 5,928,305

Kurt P. Kuehn

65,700,174 130,128 58,965 5,928,305

Philip A. Laskawy

63,537,878 2,308,440 42,949 5,928,305

Mark E. Mlotek

64,707,798 1,152,352 29,117 5,928,305

Steven Paladino

60,699,519 5,152,639 37,109 5,928,305

Carol Raphael

65,703,731 149,718 35,818 5,928,305

E. Dianne Rekow, DDS, Ph.D.

65,727,577 129,168 32,522 5,928,305

Bradley T. Sheares, Ph.D.

65,478,912 373,784 36,571 5,928,305
2. The proposal to amend the Henry Schein, Inc. Section162(m)
Cash Bonus Plan to extend the term of the plan to December31,
2021 and to re-approve the performance goals thereunder was
approved based upon the following votes:

For

Against

Abstain

Broker Non-Votes

65,008,445 790,147 90,675 5,928,305

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3. The 2016 compensation paid to the Companys 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

60,150,973 3,127,786 2,610,508 5,928,305
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

60,378,911 58,650 5,394,442 57,264
5. The selection of BDO USA, LLP as the Companys independent
registered public accounting firm for the fiscal year ending
December30, 2017 was ratified based upon the following votes:

For

Against

Abstain

71,008,074 515,431 294,067

In light of the results of the advisory vote on the frequency of
future say-on-pay votes, our Board of Directors has determined
that the Company will hold an advisory say-on-pay vote annually.
Our Board of Directors may reevaluate this determination after
the next stockholder advisory vote on the frequency of say-on-pay
votes.

Item9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Amendment Number Five to the Henry Schein, Inc. Section
162(m) Cash Bonus Plan, dated May31, 2017.

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About Henry Schein, Inc. (NASDAQ:HSIC)

Henry Schein, Inc. is a provider of health care products and services to office-based dental, animal health and medical practitioners. The Company’s segments include healthcare distribution, and technology and value-added services. The healthcare distribution segment aggregates its global dental, animal health and medical operating segments. This segment distributes consumable products, equipment, pharmaceuticals, infection-control products and vitamins. Its global dental group serves office-based dental practitioners, schools and other institutions. The technology and value-added services segment group provides software, technology and other value-added services to health care practitioners. Its technology group offerings include practice management software systems for dental and medical practitioners and animal health clinics. Its value-added practice solutions include financial services on a non-recourse basis, e-services, as well as education services for practitioners.

Henry Schein, Inc. (NASDAQ:HSIC) Recent Trading Information

Henry Schein, Inc. (NASDAQ:HSIC) closed its last trading session up +2.54 at 186.51 with 337,035 shares trading hands.