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 21, 2026, at the Henry Schein, Inc. (the “Company”) 2026 Annual Meeting of Stockholders (the “Annual Meeting”), the Company’s stockholders considered: (1) a proposal to consider approval of the election of ten incumbent directors of the Company for terms expiring in 2027; (2) a proposal to consider approval, by non-binding vote, of the 2025 compensation paid to the Company’s Named Executive Officers (as defined in the proxy statement) (commonly known as a “say-on-pay” proposal); (3) 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 26, 2026; and (4) a proposal to consider approval, by non-binding vote, of a shareholder proposal to Govern by Majority Vote. The voting results at the Annual Meeting, with respect to each of the matters described above, are set forth below.
| 1. | The ten incumbent directors of the Company were elected to serve for terms expiring in 2027 based upon the following votes: |
| For | Against | Abstain | Broker Non-Votes |
|||||||||||||
| Mohamad Ali |
102,451,460 | 776,720 | 120,956 | 5,933,309 | ||||||||||||
| William K. “Dan” Daniel |
99,760,754 | 3,561,487 | 26,895 | 5,933,309 | ||||||||||||
| Deborah Derby |
102,226,374 | 1,032,737 | 90,025 | 5,933,309 | ||||||||||||
| Carole T. Faig |
103,187,930 | 106,503 | 54,703 | 5,933,309 | ||||||||||||
| Kurt P. Kuehn |
102,824,264 | 496,439 | 28,433 | 5,933,309 | ||||||||||||
| Philip A. Laskawy |
97,174,831 | 6,158,597 | 15,708 | 5,933,309 | ||||||||||||
| Max Lin |
79,900,114 | 23,411,010 | 38,012 | 5,933,309 | ||||||||||||
| Frederick M. Lowery |
103,001,977 | 332,786 | 14,373 | 5,933,309 | ||||||||||||
| Anne H. Margulies |
103,199,853 | 93,763 | 55,520 | 5,933,309 | ||||||||||||
| Reed V. Tuckson, M.D., FACP |
103,198,021 | 107,489 | 43,626 | 5,933,309 | ||||||||||||
| 2. | The 2025 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 | |||
| 101,159,461 | 2,110,298 | 79,377 | 5,933,309 |
| 3. | The selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 26, 2026 was ratified based upon the following votes: |
| For |
Against |
Abstain | ||
| 107,298,836 | 1,805,825 | 177,784 |
| 4. | The shareholder proposal to Govern by Majority Vote was approved, by non-binding vote, based upon the following votes: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 59,487,608 | 43,707,406 | 154,122 | 5,933,309 |
| Item 7.01. | Regulation FD. |
On May 22, 2026, the Company issued a press release (the “Press Release”) announcing the election of William K. “Dan” Daniel as Independent Chairman of the Company’s Board of Directors. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 and the Press Release attached as Exhibit 99.1 are considered furnished to the Securities and Exchange Commission and are not deemed filed for purposes of Section 18 of the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | Press Release, dated May 22, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 22, 2026 | By: | /s/ Kelly Murphy | ||||
| Kelly Murphy | ||||||
| Senior Vice President and General Counsel | ||||||