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 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

(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:

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.