Edgar Filing: HENRY SCHEIN INC

HENRY SCHEIN, INC.

(Registrant)

Date: June 24, 2015

/s/ Walter Siegel

Walter Siegel

Senior Vice President and General Counsel

FORM 8-K

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): June 22, 2015

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)

(I.R.S. 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))

Item 5.07

Submission of Matters to a Vote of Security Holders.

On June 22, 2015, Henry Schein, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders considered: (1) the election of fifteen directors of the Company for terms expiring in 2016; (2) a proposal to amend and restate the Company’s 1996 Non-Employee Director Stock Incentive Plan (renamed the Henry Schein, Inc. 2015 Non-Employee Director Stock Incentive Plan); (3) a proposal to consider approval, by non-binding vote, of the 2014 compensation paid to the Company’s Named Executive Officers (as defined in the Company’s Proxy Statement dated April 24, 2015), commonly known as the “say-on-pay” proposal; and (4) the ratification of the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 26, 2015. 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
Stanley M. Bergman		68,831,090		3,864,229		221,525		4,202,228
Barry J. Alperin		69,709,082		3,141,400		66,362		4,202,228
Lawrence S. Bacow, Ph.D.		72,795,449		56,727		64,668		4,202,228
Gerald A. Benjamin		71,705,270		1,146,678		64,896		4,202,228
James P. Breslawski		71,764,741		1,086,444		65,659		4,202,228
Paul Brons		72,752,026		97,810		67,008		4,202,228
Donald J. Kabat		69,645,585		3,206,191		65,068		4,202,228
Philip A. Laskawy		71,926,786		916,905		73,153		4,202,228
Norman S. Matthews		71,881,687		968,621		66,536		4,202,228
Mark E. Mlotek		71,681,186		1,170,633		65,025		4,202,228
Steven Paladino		66,856,622		5,993,449		66,773		4,202,228
Carol Raphael		72,755,530		92,757		68,557		4,202,228
E. Dianne Rekow, DDS, Ph.D.		72,802,090		51,135		63,619		4,202,228
Bradley T. Sheares, Ph.D.		72,798,676		52,050		66,118		4,202,228
Louis W. Sullivan, M.D.		72,573,121		279,604		64,119		4,202,228

2.	The amendment and restatement of the Company’s 1996 Non-Employee Director Stock Incentive Plan (renamed the Henry Schein, Inc. 2015 Non-Employee Director Stock Incentive Plan), as set forth in Proposal 2 of the Notice of Annual Meeting of Stockholders, was approved, based upon the following votes:


For	Against	Abstain	Broker Non-Votes
70,968,797	1,824,448	123,599	4,202,228

3.	The 2014 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
69,446,242	3,353,320	117,282	4,202,228

4.	The selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 26, 2015 was ratified based upon the following votes:


For	Against	Abstain
76,675,725	345,562	97,785

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.