UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 18, 2011
Henry Schein, Inc.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) |
0-27078 (Commission File Number) |
11-3136595 (I.R.S. Employer Identification No.) |
| 135 Duryea Road, Melville, New York (Address of principal executive offices) |
11747 (Zip Code) |
Registrant’s telephone number, including area code: (631) 843-5500
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 18, 2011, Henry Schein, Inc. (the “Company”) held its Annual Meeting of Stockholders (the
“Annual Meeting”). At the Annual Meeting, stockholders considered: (1) the election of the
thirteen directors of the Company for terms expiring in 2012; (2) a proposal to amend the Company’s
1994 Stock Incentive Plan; (3) a proposal to consider approval, by non-binding vote, of the 2010
compensation paid to the Company’s Named Executive Officers (as defined in the Company’s Proxy
Statement dated April 8, 2011), known as the “say-on-pay” proposal; (4) a proposal to consider
approval, by non-binding vote, of the frequency of future advisory votes on executive compensation,
known as the “frequency of say-on-pay” proposal; and (5) 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, 2011. The voting results at the Annual Meeting, with respect to each of the matters
described above, were as follows:
| 1. | The thirteen directors were elected based upon the following votes: |
| Broker | ||||||||||||
| For | Withheld | Non-Votes | ||||||||||
Stanley M. Bergman |
76,794,051 | 1,977,283 | 5,750,266 | |||||||||
Gerald A. Benjamin |
76,840,304 | 1,931,030 | 5,750,266 | |||||||||
James P. Breslawski |
76,840,497 | 1,930,837 | 5,750,266 | |||||||||
Mark E. Mlotek |
76,840,397 | 1,930,937 | 5,750,266 | |||||||||
Steven Paladino |
70,993,077 | 7,778,257 | 5,750,266 | |||||||||
Barry J. Alperin |
76,842,950 | 1,930,384 | 5,750,266 | |||||||||
Paul Brons |
78,068,813 | 702,521 | 5,750,266 | |||||||||
Donald J. Kabat |
76,839,444 | 1,931,890 | 5,750,266 | |||||||||
Philip A. Laskawy |
66,762,569 | 12,008,765 | 5,750,266 | |||||||||
Karyn Mashima |
77,148,263 | 1,623,071 | 5,750,266 | |||||||||
Norman S. Matthews |
77,011,314 | 1,760,020 | 5,750,266 | |||||||||
Bradley T. Sheares, Ph.D. |
78,056,044 | 715,290 | 5,750,266 | |||||||||
Louis W. Sullivan, M.D. |
78,057,366 | 713,968 | 5,750,266 | |||||||||
| 2. | The proposal to amend the Company’s 1994 Stock Incentive Plan was approved based upon the following votes: |
| For | Against | Abstain | Broker Non-Votes | |||
73,027,993
|
3,605,641 | 853,731 | 5,750,266 |
| 3. | The 2010 compensation paid to the Company’s Named Executive Officers, known as the “say-on-pay” proposal, was approved, by non-binding vote, based upon the following votes: |
| For | Against | Abstain | Broker Non-Votes | |||
| 74,976,407 | 2,552,525 | 1,242,402 | 5,750,266 |
| 4. | One year was approved, by non-binding vote, as the frequency of future advisory votes on executive compensation, known as the “frequency of say-on-pay” proposal, based upon the following votes: |
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||
| 70,720,639 | 940,164 | 5,864,998 | 1,245,533 | 5,750,266 |
| 5. | The independent registered public accounting firm for the fiscal year ending December 31, 2011 was ratified based upon the following votes: |
| For | Against | Abstain | ||
| 83,772,008 | 688,794 | 60,798 |
In light of the results of the advisory vote on the frequency of future say-on-pay votes, our Board
of Directors has determined that the Company will hold an advisory say-on-pay vote annually. Our
Board of Directors may reevaluate this determination after the next stockholder advisory vote on
the frequency of say-on-pay votes.
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 23, 2011 | By: | /s/ Michael S. Ettinger | ||
| Michael S. Ettinger | ||||
| Senior Vice President and General Counsel | ||||