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HENRY SCHEIN INC Remuneration Information 2017

Apr 10, 2017

30735_rns_2017-04-10_308f1dcf-6ed7-4dab-8003-529320b648ba.zip

Remuneration Information

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DEFA14A 1 d371899ddefa14a.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.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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which the filing fee is calculated and state how it was determined):
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Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
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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(4) Date Filed:

* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 31, 2017.

HENRY SCHEIN, INC.
135 DURYEA ROAD, MAIL STOP E-365 MELVILLE, NY
11747
Meeting Information
Meeting Type: Annual Meeting
For holders as of: April 3, 2017
Date: May 31, 2017 Time: 11:00 AM
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 is not a ballot. You cannot use this notice to vote these
shares. 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:
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3) BY
E-MAIL* : [email protected]
* 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, 2017 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 Mail: You can vote by mail by requesting a paper copy of the materials, which
will include a proxy card.

Voting Items

Election of Directors
Nominees:
1a. Barry J. Alperin
1b. Lawrence S. Bacow, Ph.D.
1c. Gerald A. Benjamin
1d. Stanley M. Bergman
1e. James P. Breslawski
1f. Paul Brons
1g. Joseph L. Herring
1h. Donald J. Kabat
1i. Kurt P. Kuehn
1j. Philip A. Laskawy
1k. Mark E. Mlotek
1l. Steven Paladino
1m. Carol Raphael
1n. E. Dianne Rekow, DDS, Ph.D.
1o. Bradley T. Sheares, Ph.D.

| The Board of Directors recommends you vote FOR
proposals 2 and 3. | |
| --- | --- |
| 2. | Proposal to amend the Company’s Section 162(m) Cash Bonus Plan to extend the term of the plan to December 31, 2021 and to re-approve the performance goals thereunder. |
| 3. | Proposal to approve, by non-binding vote, the 2016 compensation paid to the Company’s
Named Executive Officers. |
| The Board of Directors recommends you vote 1 YEAR on the following proposal: | |
| 4. | Proposal to recommend, by non-binding vote, the frequency of future advisory votes on
executive compensation. |
| The Board of Directors recommends you vote FOR the following proposal: | |
| 5. | Proposal to ratify the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal
year ending December 30, 2017. |
| NOTE: Such other business as may properly come before the meeting or any adjournments or postponements
thereof. | |