UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 13, 2021, the Board of Directors (the “Board”) of Henry Schein, Inc. (the “Company”) approved the amendment and restatement of the Company’s Second Amended and Restated By-Laws (as amended and restated, the “By-Laws”) to implement proxy access. Article II, Section 12 has been added to the By-Laws to allow a stockholder, or a group of up to 20 stockholders, owning 3% or more of the Company’s outstanding common stock continuously for at least three years, to nominate and include in the Company’s proxy materials director nominees constituting up to the greater of two or 20% of the number of directors then serving on the Board, provided that the stockholder(s) and the nominee(s) satisfy the requirements set forth in the By-Laws. The By-Laws also contain other conforming or non-substantive changes necessary to implement proxy access.
The foregoing description of the amendments to the By-Laws is qualified in its entirety by reference to the full text of the By-Laws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 13, 2021, at the Company’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”), the Company’s stockholders considered: (1) the election of sixteen directors of the Company for terms expiring in 2022; (2) a proposal to consider approval, by non-binding vote, of the 2020 compensation paid to the Company’s Named Executive Officers (as defined in the proxy statement) (commonly known as a “say-on-pay” proposal); and (3) the ratification of the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 25, 2021. The voting results at the Annual Meeting, with respect to each of the matters described above, were as follows:
1. | The sixteen directors were elected based upon the following votes: |
For | Against | Abstain | Broker Non-Votes |
|||||||||||||
Mohamad Ali | 123,704,709 | 300,807 | 199,284 | 5,339,613 | ||||||||||||
Barry J. Alperin | 109,370,405 | 14,600,732 | 233,663 | 5,339,613 | ||||||||||||
Gerald A. Benjamin | 120,896,543 | 3,127,118 | 181,139 | 5,339,613 | ||||||||||||
Stanley M. Bergman | 110,923,251 | 12,191,022 | 1,090,527 | 5,339,613 | ||||||||||||
James P. Breslawski | 120,901,169 | 3,123,638 | 179,993 | 5,339,613 | ||||||||||||
Deborah Derby | 123,774,696 | 230,346 | 229,758 | 5,339,613 | ||||||||||||
Joseph L. Herring | 123,686,922 | 294,148 | 223,730 | 5,339,613 | ||||||||||||
Kurt P. Kuehn | 121,890,204 | 2,089,346 | 225,250 | 5,339,613 | ||||||||||||
Philip A. Laskawy | 103,891,830 | 19,647,693 | 665,277 | 5,339,613 | ||||||||||||
Anne H. Margulies | 123,437,990 | 550,980 | 215,830 | 5,339,613 | ||||||||||||
Mark E. Mlotek | 121,259,700 | 2,773,698 | 171,402 | 5,339,613 | ||||||||||||
Steven Paladino | 107,327,613 | 16,705,160 | 172,027 | 5,339,613 | ||||||||||||
Carol Raphael | 123,228,006 | 756,767 | 220,027 | 5,339,613 | ||||||||||||
E. Dianne Rekow, DDS, Ph.D. | 123,133,502 | 851,518 | 219,780 | 5,339,613 | ||||||||||||
Bradley T. Sheares, Ph.D. | 121,179,706 | 2,797,408 | 227,686 | 5,339,613 | ||||||||||||
Reed V. Tuckson, M.D., FACP | 123,697,907 | 282,710 | 224,183 | 5,339,613 |
2. | The 2020 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 | |||
113,192,750 |
9,889,587 | 1,112,463 | 5,339,613 |
3. | The selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 25, 2021 was ratified based upon the following votes: |
For |
Against |
Abstain | ||
121,115,952 |
8,203,046 | 225,415 |
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
3.1 | Third Amended and Restated By-Laws of the Company, effective May 13, 2021 | |
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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 17, 2021 | By: | /s/ Walter Siegel | ||||
Walter Siegel | ||||||
Senior Vice President and General Counsel |