Edgar Filing: HENRY SCHEIN INC

HENRY SCHEIN, INC.

(Registrant)

Date: June 1, 2016

/s/ Walter Siegel

Name: Walter Siegel

Title: 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): May 31, 2016

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 May 31, 2016, 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 2017; (2) a proposal to consider approval, by non-binding vote, of the 2015 compensation paid to the Company’s Named Executive Officers (as defined in the Company’s Proxy Statement dated April 11, 2016), commonly known as the “say-on-pay” proposal; and (3) 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, 2016. 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		65,523,854		3,703,768		189,405		5,956,941
Barry J. Alperin		66,517,880		2,846,383		52,764		5,956,941
Lawrence S. Bacow, Ph.D.		69,331,359		32,742		52,926		5,956,941
Gerald A. Benjamin		68,206,885		1,160,912		49,230		5,956,941
James P. Breslawski		68,201,761		1,165,632		49,634		5,956,941
Paul Brons		69,025,637		337,464		53,926		5,956,941
Joseph L. Herring		69,302,438		60,061		54,528		5,956,941
Donald J. Kabat		66,561,970		2,801,293		53,764		5,956,941
Kurt P. Kuehn		69,295,978		65,000		56,049		5,956,941
Philip A. Laskawy		68,259,411		1,101,776		55,840		5,956,941
Mark E. Mlotek		68,202,448		1,163,026		51,553		5,956,941
Steven Paladino		64,083,834		5,285,571		47,622		5,956,941
Carol Raphael		69,301,296		59,787		55,944		5,956,941
E. Dianne Rekow, DDS, Ph.D.		69,302,264		59,521		55,242		5,956,941
Bradley T. Sheares, Ph.D.		69,327,726		33,028		56,273		5,956,941

2.	The 2015 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
63,408,834		3,283,223		2,724,970		5,956,941

3.	The selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016 was ratified based upon the following votes:


For	Against	Abstain
74,890,226	436,920	46,822

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.