HENRY SCHEIN INC false 0001000228 0001000228 2023-02-27 2023-02-27












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 27, 2023



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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 7.01

Regulation FD Disclosure.

On February 27, 2023, Henry Schein, Inc. (the “Company”) issued a press release announcing it is hosting an Investor Meeting on February 27, 2023 in New York City at 9 a.m. EST, where executive leadership will provide an overview of the Company’s BOLD+1 Strategic Plan for sustainable growth and details about the Company’s long-term financial goals. The presentation will be broadcast live via webcast at www.henryschein.com/IRwebcasts. An on-demand replay of the presentation will be available on the Company’s website following the conclusion of the event. The materials for the event, including a presentation, are available on the investor relations section of the Company’s website at https://investor.henryschein.com/investor-presentations.

The full text of the press release is attached hereto as Exhibit 99.1.

The information in the press release attached as Exhibit 99.1 is considered furnished to the Securities and Exchange Commission and is not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.


Item 9.01.

Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibit 99.1 – Press Release dated February 27, 2023.

Exhibit 104 - Cover Page Interactive Data File (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.


February 27, 2023     By:  

/s/ Ronald N. South

      Ronald N. South
      Senior Vice President and
      Chief Financial Officer


Exhibit 99.1



MELVILLE, N.Y., February 27, 2023 – Henry Schein, Inc. (Nasdaq: HSIC), the world’s largest provider of health care solutions to office-based dental and medical practitioners, is hosting an Investor Meeting today in New York City at 9 a.m. EST, where executive leadership will provide an overview of the Company’s BOLD+1 Strategic Plan for sustainable growth and details about the Company’s long-term financial goals.

“Since becoming a public company in 1995, Henry Schein has strategically transformed into a leading global health care distribution and specialty products and services provider,” said Stanley Bergman, Chairman and Chief Executive Officer of Henry Schein. “Today, we are excited to update the investment community on the next phase of our journey and share the significant progress we’ve made executing on our BOLD+1 Strategic Plan as we accelerate our digital transformation and increase focus on our higher-growth, higher-margin businesses.

“We are uniquely positioned to build on our industry leadership in the large and growing markets we serve. With strong end-market fundamentals, a highly experienced management team, and an outstanding financial track record, we believe that Henry Schein can capture the market opportunity ahead and deliver sustainable long-term earnings growth for our shareholders.”

Henry Schein’s management team will present the Company’s value-creation strategy and long-term financial goals, including:



A deep dive into its BOLD+1 Strategic Plan and the key initiatives underway to accelerate growth and margin expansion;



The significant progress made to date related to:



Expanding the Specialty Products and Technology and Value-added Service businesses;



Delivering sustainable growth;



Driving digital transformation;



Investing in people and culture as we advance our ESG priorities; and



Additional discussion of the recently announced 2023 financial guidance, estimates of relevant market sizes and growth, and key drivers of the Company’s long-term financial goals.


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Webcast Details

The presentation will be broadcast live via webcast at www.henryschein.com/IRwebcasts. An on-demand replay of the presentation will be available on the Henry Schein website following the conclusion of the event.


The materials for today’s event, including a presentation, are available on the investor relations section of Henry Schein’s website. Click here to view all.

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 22,000 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 laboratories, government 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 300,000 branded products and Henry Schein corporate brand products in our distribution centers.

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 $12.6 billion in 2022 and have grown at a compound annual rate of approximately 12.1 percent since Henry Schein became a public company in 1995.

For more information, visit Henry Schein at www.henryschein.com, Facebook.com/HenrySchein, Instagram.com/HenrySchein, and Twitter.com/HenrySchein.

Cautionary Note Regarding Forward-Looking Statements

In accordance with the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995, we provide the following cautionary remarks regarding important factors that, among others, could cause future results to differ materially from the forward-looking statements, expectations and assumptions expressed or implied herein. All forward-looking statements made by us are subject to risks and uncertainties and are not guarantees of future performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These statements are generally identified by the use of such terms as “may,” “could,” “expect,” “intend,” “believe,” “plan,” “estimate,” “forecast,” “project,” “anticipate,” “to be,” “to make” or other comparable terms. A fuller discussion of our operations, financial condition and status of litigation matters, including factors that may affect our business and future prospects, is contained in documents we have filed with the United States Securities and Exchange Commission, or SEC, including our Annual Report on Form 10-K, and will be contained in all subsequent periodic filings we make with the SEC. These documents identify in detail important risk factors that could cause our actual performance to differ materially from current expectations. Forward looking statements include the overall impact of the Novel Coronavirus Disease 2019 (COVID-19) on the Company, its results of operations, liquidity and financial condition (including any estimates of the impact on these items), the rate and consistency with which dental and other practices resume or maintain normal operations in the United States and internationally, expectations regarding personal protective equipment (“PPE”) products and COVID-19 related product sales and inventory levels, whether additional resurgences or variants of the virus will adversely impact the resumption of normal operations, whether supply chain disruptions will adversely impact our business, the impact of integration and restructuring programs as well as of any


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future acquisitions, general economic conditions including exchange rates, inflation and recession, and more generally current expectations regarding performance in current and future periods. Forward looking statements also include the (i) ability of the Company to have continued access to a variety of COVID-19 test types, expectations regarding COVID-19 test sales, demand and inventory levels, as well as the efficacy or relative efficacy of the test results given that the test efficacy has not been, or will not have been, independently verified under normal FDA procedures, and (ii) potential for the Company to distribute the COVID-19 vaccines and ancillary supplies.

Risk factors and uncertainties that could cause actual results to differ materially from current and historical results include, but are not limited to: risks associated with COVID-19 and any variants thereof, as well as other disease outbreaks, epidemics, pandemics, or similar wide-spread public health concerns and other natural disasters; our dependence on third parties for the manufacture and supply of our products; our ability to develop or acquire and maintain and protect new products (particularly technology products) and technologies that achieve market acceptance with acceptable margins; transitional challenges associated with acquisitions, dispositions and joint ventures, including the failure to achieve anticipated synergies/benefits; legal, regulatory, compliance, cybersecurity, financial and tax risks associated with acquisitions, dispositions and joint ventures; certain provisions in our governing documents that may discourage third-party acquisitions of us; adverse changes in supplier rebates or other purchasing incentives; risks related to the sale of corporate brand products; effects of a highly competitive (including, without limitation, competition from third-party online commerce sites) and consolidating market; the repeal or judicial prohibition on implementation of the Affordable Care Act; changes in the health care industry; risks from expansion of customer purchasing power and multi-tiered costing structures; increases in shipping costs for our products or other service issues with our third-party shippers; general global and domestic macroeconomic and political conditions, including inflation, deflation, recession, fluctuations in energy pricing and the value of the U.S. dollar as compared to foreign currencies and changes to other economic indicators, international trade agreements, potential trade barriers and terrorism; failure to comply with existing and future regulatory requirements; risks associated with the EU Medical Device Regulation; failure to comply with laws and regulations relating to health care fraud or other laws and regulations; failure to comply with laws and regulations relating to the collection, storage and processing of sensitive personal information or standards in electronic health records or transmissions; changes in tax legislation; risks related to product liability, intellectual property and other claims; litigation risks; new or unanticipated litigation developments and the status of litigation matters; risks associated with customs policies or legislative import restrictions; cyberattacks or other privacy or data security breaches; risks associated with our global operations; our dependence on our senior management, employee hiring and retention, and our relationships with customers, suppliers and manufacturers; and disruptions in financial markets. The order in which these factors appear should not be construed to indicate their relative importance or priority.

We caution that these factors may not be exhaustive and that many of these factors are beyond our ability to control or predict. Accordingly, any forward-looking statements contained herein should not be relied upon as a prediction of actual results. We undertake no duty and have no obligation to update forward-looking statements except as required by law.

CONTACTS: Investors

Ronald N. South

Senior Vice President and Chief Financial Officer


(631) 843-5500

Graham Stanley

Vice President, Investor Relations and Strategic Financial Project Officer


(631) 843-5500


Ann Marie Gothard

Vice President, Global Corporate Media Relations


(631) 390-8169

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