UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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The COVID-19 pandemic continues to present unprecedented challenges for the global economy. As part of Henry Schein, Inc.’s broad-based effort to further support plans for the long-term health of its business and to strengthen its financial flexibility, Henry Schein, Inc. (the “Company”) is continuing certain cost reduction measures that include certain reductions in payroll. As the COVID-19 pandemic evolves, the Company will continue to evaluate appropriate actions for its business.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Stanley M. Bergman, the Company’s Chairman and Chief Executive Officer, has agreed to extend his prior agreement to a temporary reduction of 100% of his base salary, less any amounts necessary to cover any contributions Mr. Bergman makes to any benefit plans provided by the Company, from April 6, 2020 through the end of the Company’s fourth fiscal quarter, or such earlier date as the Compensation Committee of the Company’s Board of Directors (“Committee”) may determine in its sole discretion. Additionally, Mr. Bergman agreed that this extension of his salary reduction will not constitute “good reason” or breach under his employment agreement or any other agreement with the Company, and will not confer or trigger any additional rights or entitlements for him from the Company or any of its affiliates.
Henry Schein’s Chief Financial Officer and each of the other three most highly paid executive officers serving as of December 28, 2019 (our Named Executive Officers) will continue to experience temporary salary reductions, but at a level of 37.5% from June 29, 2020, the first business day of the Company’s third fiscal quarter, until a later date to be determined by the Committee (in lieu of the 50% reduction that originally applied from April 6, 2020, through June 30, 2020 (the “Prior Period”)). In addition, members of the Company’s Executive Management Committee other than our Named Executive Officers will have their salaries reduced by 18.75% during the same period, and the Company’s members of management holding the title of Vice President will have their salaries reduced by 7.5% during the same period, in each case, in lieu of larger reductions that applied during the Prior Period. The salary reductions will not modify Mr. Bergman’s or the other executives’ rights that they may have with respect to the calculation of any annual or long term incentive awards or severance. The Company’s Board of Directors has agreed to a reduction of 18.75% of its non-employee directors’ cash retainer during the same period (in lieu of the 25% reduction that applied during the Prior Period).
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 thereunto duly authorized.
| HENRY SCHEIN, INC. | ||||||
| (Registrant) | ||||||
| Date: June 22, 2020 |
By: |
/s/ Walter Siegel | ||||
| Walter Siegel | ||||||
| Senior Vice President and General Counsel | ||||||