HENRY SCHEIN INC — Proxy Solicitation & Information Statement 2018

May 18, 2018

DEFA14A 1 d590818ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☑ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

HENRY SCHEIN, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☑	No fee required.
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for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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May 15, 2018

Dear Stockholder:

We have previously sent to you proxy materials or a Notice of Internet Availability of Proxy Materials for the Annual Meeting of Stockholders of Henry Schein, Inc. to be held on May 31, 2018. Your Board of Directors recommends that shareholders vote FOR all items on the agenda.

Your vote is important, no matter how many or how few shares you may own. If you have not already done so, please vote TODAY by telephone, via the Internet, or by signing, dating and returning the enclosed proxy card in the envelope provided.

Thank you for your support.

Very truly yours,

STANLEY M. BERGMAN

Chairman and Chief Executive Officer

REMEMBER: You can vote your shares by telephone, or via the Internet. Please follow the easy instructions on the enclosed proxy card. If you have any questions, or need assistance in voting your shares, please call our proxy solicitor, INNISFREE M&A INCORPORATED TOLL-FREE, at 1-888-750-5834.

* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 31, 2018.

HENRY SCHEIN, INC.
135 DURYEA ROAD, MAIL STOP E-365 MELVILLE, NY
11747
●

Meeting Information
Meeting Type: Annual Meeting
For holders as of: April 2, 2018
Date: May 31, 2018 Time: 10:00 a.m.
EDT
Location: Melville Marriott Long Island
1350
Old Walt Whitman Road
Melville, NY 11747

| You are receiving this communication because you hold shares in
the company named above. |
| --- |
| This communication presents only an overview of the more
complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). |
| We encourage you to access and review all of the important
information contained in the proxy materials before voting. |
| See the reverse side of this notice to obtain proxy materials
and voting instructions. |

	— Before You Vote —
	How to Access the Proxy Materials
	Proxy Materials Available to VIEW or
RECEIVE:
	COMBINED DOCUMENT NOTICE AND PROXY STATEMENT
	How to View Online:
	Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com.
	How to Request and Receive a PAPER or E-MAIL Copy:
	If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy.
Please choose one of the following methods to make your request:
	1) BY INTERNET : www.proxyvote.com
	2) BY TELEPHONE : 1-800-579-1639
	3) BY
E-MAIL* : sendmaterial@proxyvote.com
	* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box
marked by the arrow (located on the following page) in the subject line.
	Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded
to your investment advisor. Please make the request as instructed above on or before May 17, 2018 to facilitate timely delivery.
	— How To Vote —
	Please Choose One of the Following Voting Methods
●	Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting
attendance. At the meeting, you will need to request a ballot to vote these shares.
	Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.
	Vote By Telephone: To vote now by telephone, call 1-800-690-6903. Use any touch-tone telephone to transmit your voting
instructions. Have your proxy card in hand when you call and follow the instructions.
	Vote By Mail: Mark, sign and date your proxy card and return it in the postage-paid
envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

Voting Items

1.	Election of Directors
●	Nominees:		For	Against	Abstain
	1a.	Barry J. Alperin	☐	☐	☐
	1b.	Gerald A. Benjamin	☐	☐	☐
	1c.	Stanley M. Bergman	☐	☐	☐
	1d.	James P. Breslawski	☐	☐	☐
	1e.	Paul Brons	☐	☐	☐
	1f.	Shira Goodman	☐	☐	☐
	1g.	Joseph L. Herring	☐	☐	☐
	1h.	Kurt P. Kuehn	☐	☐	☐
	1i.	Philip A. Laskawy	☐	☐	☐
	1j.	Anne H. Margulies	☐	☐	☐
	1k.	Mark E. Mlotek	☐	☐	☐
	1l.	Steven Paladino	☐	☐	☐
	1m.	Carol Raphael	☐	☐	☐

	1n.	E. Dianne Rekow, DDS, Ph.D.	For — ☐	Against — ☐	Abstain — ☐
	1o.	Bradley T. Sheares, Ph.D.	☐	☐	☐
The Board of Directors recommends you vote FOR
proposals 2 through 6.
2.	Proposal to amend the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the number
of authorized shares of common stock from 240,000,000 to 480,000,000.		☐	☐	☐
3.	Proposal to amend the Company’s Amended and Restated Certificate of Incorporation, as amended, to add a forum
selection clause.		☐	☐	☐
4.	Proposal to amend and restate the Company’s Amended and Restated Certificate of Incorporation, as amended, to
incorporate certain technical, administrative and updating changes as set forth in the Proxy Statement.		☐	☐	☐
5.	Proposal to approve, by non-binding vote, the 2017 compensation paid to the Company’s Named Executive
Officers.		☐	☐	☐
6.	Proposal to ratify the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for
the fiscal year ending December 29, 2018.		☐	☐	☐
NOTE: Such other business as may properly come before the meeting or any adjournments or postponements
thereof.

Non-Voting Items

Change of Address/Comments Please print new address or comments in the box below.

| | HENRY SCHEIN, INC. 135 Duryea Road, Melville,
New York 11747 This proxy is solicited on behalf of the Board of Directors The undersigned, having duly received the Notice of Annual Meeting of
Stockholders and the Proxy Statement, hereby appoints Stanley M. Bergman and Michael S. Ettinger as proxies, each with the power to act alone and with the power of substitution and revocation, to represent the undersigned and to vote, as designated
on the other side, all shares of common stock of Henry Schein, Inc. held of record by the undersigned on April 2, 2018, at the Annual Meeting of Stockholders to be held at 10:00 a.m. EDT on Thursday, May 31, 2018, at the Melville Marriott
Long Island, 1350 Old Walt Whitman Road, Melville, New York 11747, and at any adjournments or postponements thereof. The undersigned hereby revokes any previous proxies with respect to the matters covered by this proxy. The Board of Directors
recommends a vote FOR the proposals listed on the reverse side. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED ON THIS PROXY BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES FOR DIRECTORS LISTED IN PROPOSAL 1 AND FOR PROPOSALS 2 THROUGH 6. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. |
| --- | --- |
| ● | Authorized Signatures - This section must be completed for your instructions to be
executed. |
| | Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please
give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. |

Signature 1 - (Please sign on line)	Signature 2 - (Joint Owners)	/ / — Date - (Please print date)