Form 8-K
HENRY SCHEIN INC false 0001000228 0001000228 2021-12-07 2021-12-07












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 7, 2021



Henry Schein, Inc.

(Exact name of registrant as specified in its charter)




Delaware   0-27078   11-3136595
(State or other jurisdiction
of incorporation)
File Number)
  (IRS Employer
Identification No.)


135 Duryea Road, Melville, New York   11747
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (631) 843-5500

(Former name or former address, if changed since last report.)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common Stock, par value $.01 per share   HSIC   The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.02.

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

(b) On December 8, 2021, Henry Schein, Inc. (the “Company”) announced that Barry J. Alperin intends to retire from the board of directors of the Company (the “Board”) at the end of his current term and not stand for re-election to the Board at the Company’s 2022 Annual Meeting of Stockholders (the “Annual Meeting”). Under the Company’s director resignation policy, directors are expected to retire from the Board at the end of the term during which they reach the age of 80. Mr. Alperin will continue to serve as a director and as a member of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee of the Board until the completion of the Annual Meeting.

(d) On December 7, 2021, upon the recommendation of the Nominating and Governance Committee, the Board appointed Scott Serota as a director of the Company, effective immediately. The Board has also appointed Mr. Serota as a member of the Board’s Strategic Advisory Committee.

Mr. Serota was the President and Chief Executive Officer of Blue Cross Blue Shield Association, a national federation of 35 independent, community-based, and locally operated Blue Cross Blue Shield companies, until stepping down in January of 2021, a position he had held since 2000.

On December 8, 2021, the Company issued a press release announcing the appointment of Mr. Serota to the Board, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 5.02.


Item 9.01.

Financial Statements and Exhibits.

(d)    Exhibits.


99.1    Press Release dated December 8, 2021
104    Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.


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.





Date: December 8, 2021   By:  

/s/ Kelly Murphy

    Kelly Murphy
    Senior Vice President and General Counsel

Exhibit 99.1





Former President and CEO of Blue Cross Blue Shield Brings Health Care Expertise

MELVILLE, N.Y., December 8, 2021 – Henry Schein, Inc. (Nasdaq: HSIC), the world’s largest provider of health care solutions to office-based dental and medical practitioners, announced today that Scott Serota has been appointed a member of the Company’s Board of Directors to serve until the 2022 Annual Meeting of Stockholders in May, when he is expected to stand for re-election to the Board by a vote of the Company’s stockholders. Mr. Serota has also been appointed as a member of the Board’s Strategic Advisory Committee.

The Company also announced that Barry Alperin intends to retire from the Board in May. Under the Company’s director resignation policy, directors are expected to retire from the Board at the end of the term during which they reach the age of 80.

Mr. Serota brings to Henry Schein considerable expertise in health care insurance and public policy as the former President and CEO of Blue Cross Blue Shield Association (BCBSA), a national federation of 35 independent, community-based, and locally operated Blue Cross Blue Shield companies. Mr. Serota, who stepped down in January 2021 from his position at BCBSA, grew the organization’s membership from 65 million to more than 100 million during his 21-year tenure.

“We are extremely fortunate to have Scott join our Board,” said Stanley M. Bergman, Chairman of the Board and Chief Executive Officer of Henry Schein. “He has a deep understanding of the challenges facing Americans regarding access to care and the social determinants of health, along with considerable expertise in using data analytics to address health issues. We look forward to the contribution Scott will make to advance the strategic goals of the Company.”

Mr. Serota’s public policy activity includes having served on the Policy Committee of the White House Conference on Aging under President George W. Bush, and as a charter member of the American Health Information Community, a federally chartered commission formed to advance health information, also by the appointment of President Bush. He earned a bachelor’s degree from Purdue University and a master’s in health administration and planning from the Washington University School of Medicine.






Mr. Alperin, the retired Vice Chairman of Hasbro, Inc., has been a director of Henry Schein since 1996.

“Barry was instrumental in helping to guide Henry Schein through a period of accelerated growth, beginning shortly after our initial public offering in 1995,” said Mr. Bergman. “He contributed significantly to our success, serving the Company with distinction and providing counsel on matters such as strategic planning, governance, and executive compensation. On behalf of my colleagues, my fellow directors, and our shareholders, I extend our heartfelt thanks to Barry for his contributions to Team Schein.”

About Henry Schein, Inc.

Henry Schein, Inc. (Nasdaq: HSIC) is a solutions company for health care professionals powered by a network of people and technology. With more than 21,000 Team Schein Members worldwide, the Company’s network of trusted advisors provides more than 1 million customers globally with more than 300 valued solutions that help improve operational success and clinical outcomes. Our Business, Clinical, Technology and Supply Chain solutions help office-based dental and medical practitioners work more efficiently so they can provide quality care more effectively. These solutions also support dental laboratoriesgovernment and institutional health care clinics, as well as other alternate care sites.

Henry Schein operates through a centralized and automated distribution network, with a selection of more than 120,000 branded products and Henry Schein private-brand products in stock, as well as more than 180,000 additional products available as special-order items.

A FORTUNE 500 Company and a member of the S&P 500® index, Henry Schein is headquartered in Melville, N.Y., and has operations or affiliates in 32 countries and territories. The Company’s sales reached $10.1 billion in 2020, and have grown at a compound annual rate of approximately 12 percent since Henry Schein became a public company in 1995.

For more information, visit Henry Schein at, and @HenrySchein on Twitter.



Steven Paladino

Executive Vice President and CFO

(631) 843-5500


Graham Stanley

Vice President, Investor Relations and

Strategic Financial Project Officer

(631) 843-5963


Media: Ann Marie Gothard

Vice President, Global Corporate Media Relations

(631) 390-8169





Henry Schein, Inc. • 135 Duryea Road • Melville, New York 11747