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 18, 2022, Henry Schein, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders considered: (1) the election of fifteen directors of the Company for terms expiring in 2023; (2) a proposal to consider approval, by non-binding vote, of the 2021 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 31, 2022. 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 |
|||||||||||||
| Mohamad Ali |
119,421,696 | 983,796 | 119,741 | 4,800,564 | ||||||||||||
| Stanley M. Bergman |
109,960,750 | 9,747,448 | 817,035 | 4,800,564 | ||||||||||||
| James P. Breslawski |
118,244,623 | 2,208,916 | 71,694 | 4,800,564 | ||||||||||||
| Deborah Derby |
114,211,289 | 6,199,618 | 114,326 | 4,800,564 | ||||||||||||
| Joseph L. Herring |
117,428,580 | 2,976,762 | 119,891 | 4,800,564 | ||||||||||||
| Kurt P. Kuehn |
117,943,507 | 2,461,027 | 120,699 | 4,800,564 | ||||||||||||
| Philip A. Laskawy |
98,398,934 | 21,421,546 | 704,753 | 4,800,564 | ||||||||||||
| Anne H. Margulies |
119,025,485 | 1,384,456 | 115,292 | 4,800,564 | ||||||||||||
| Mark E. Mlotek |
118,181,927 | 2,258,036 | 85,270 | 4,800,564 | ||||||||||||
| Steven Paladino |
115,562,763 | 4,887,631 | 74,839 | 4,800,564 | ||||||||||||
| Carol Raphael |
119,645,707 | 764,271 | 115,255 | 4,800,564 | ||||||||||||
| E. Dianne Rekow, DDS, Ph.D. |
119,651,724 | 759,646 | 113,863 | 4,800,564 | ||||||||||||
| Scott Serota |
119,831,690 | 576,092 | 117,451 | 4,800,564 | ||||||||||||
| Bradley T. Sheares, Ph.D. |
111,263,742 | 9,143,973 | 117,518 | 4,800,564 | ||||||||||||
| Reed V. Tuckson, M.D., FACP |
119,421,277 | 982,938 | 121,018 | 4,800,564 | ||||||||||||
| 2. | The 2021 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 | |||
| 61,098,930 | 57,534,443 | 1,891,860 | 4,800,564 |
| 3. | The selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified based upon the following votes: |
| For |
Against |
Abstain | ||
| 115,505,535 | 9,778,609 | 41,653 |
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 20, 2022 | By: | /s/ Kelly Murphy | ||||
| Kelly Murphy | ||||||
| Senior Vice President and General Counsel | ||||||