8-K

HENRY SCHEIN, INC.

(Registrant)

Date: May 23, 2025

/s/ Kelly Murphy

Kelly Murphy

Senior Vice President and General Counsel

UNITED STATES

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

Date of Report (Date of earliest event reported): May 22, 2025

Henry Schein, Inc.

(Exact name of registrant as specified in its charter)

Delaware

0-27078

11-3136595

(State or other jurisdiction
of incorporation)

(Commission

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

Trading
Symbol(s)

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 5.07

Submission of Matters to a Vote of Security Holders.

On May 22, 2025, at the Henry Schein, Inc. (the “Company”) 2025 Annual Meeting of Stockholders (the “Annual Meeting”), the Company’s stockholders considered: (1) a proposal to consider approval of the election of twelve directors of the Company for terms expiring in 2026; (2) a proposal to consider approval of Max Lin as a director of the Company for a term expiring in 2026, provided that certain conditions were satisfied (which conditions have been satisfied); (3) a proposal to consider approval of William K. “Dan” Daniel as a director of the Company for a term expiring in 2026, provided that certain conditions were satisfied (which conditions have been satisfied); (4) a proposal to consider approval, by non-binding vote, of the 2024 compensation paid to the Company’s Named Executive Officers (as defined in the proxy statement) (commonly known as a “say-on-pay” proposal); and (5) a proposal to consider the ratification of the selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2025. The voting results at the Annual Meeting, with respect to each of the matters described above, are set forth below.

The twelve directors of the Company were elected to serve for terms expiring in 2026 based upon the following votes:


	For		Against		Abstain		Broker Non-Votes
Mohamad Ali		96,213,579		6,590,237		6,058,005		5,915,043
Stanley M. Bergman		91,800,822		15,920,091		1,140,908		5,915,043
Deborah Derby		94,593,299		8,240,677		6,027,845		5,915,043
Carole T. Faig		96,363,571		6,441,173		6,057,077		5,915,043
Joseph L. Herring		96,393,643		9,159,158		3,309,020		5,915,043
Robert J. Hombach		97,038,087		6,351,699		5,472,035		5,915,043
Kurt P. Kuehn		96,146,297		6,770,674		5,944,850		5,915,043
Philip A. Laskawy		87,702,261		20,581,128		578,432		5,915,043
Anne H. Margulies		96,251,355		6,555,825		6,054,641		5,915,043
Scott Serota		96,301,431		6,503,217		6,057,173		5,915,043
Bradley T. Sheares, Ph.D.		94,327,616		11,153,012		3,381,193		5,915,043
Reed V. Tuckson, M.D., FACP		96,312,524		6,588,964		5,960,333		5,915,043

Max Lin was elected as a director of the Company for a term expiring in 2026 based upon the following votes:


For	Against	Abstain	Broker Non-Votes
108,297,741	445,194	118,886	5,915,043

William K. “Dan” Daniel was elected as a director of the Company for a term expiring in 2026 based upon the following votes:


For	Against	Abstain	Broker Non-Votes
108,257,602	478,102	126,117	5,915,043

The 2024 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
93,338,427	12,176,836	3,346,558	5,915,043

The selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2025 was ratified based upon the following votes:


For	Against	Abstain
107,876,507	3,390,933	3,509,424

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.

SEC Form 8-K filed by Henry Schein Inc.