Business Context and Reporting Period
This Form 8-K filing by Henry Schein, Inc. reports on corporate governance and executive leadership changes. The report date is January 9, 2026, with the earliest event reported on that date and subsequent actions occurring on January 10 and 12, 2026.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and governance amendments.
Material Changes
- Executive Leadership Transition: The Board appointed Frederick Lowery as Chief Executive Officer (CEO), effective March 2, 2026. Current CEO Stanley M. Bergman will retire as CEO on that date but will continue as Chairman of the Board.
- Board Expansion: The Board size increased from 14 to 15 members to accommodate Mr. Lowery's appointment.
- By-Law Amendments: The Company amended its By-Laws to eliminate the requirement for a President and to permit the appointment of a CEO who is not also the President or Chairman.
- Severance Plan Update: The Executive Severance Plan was amended to include the CEO, who was previously excluded, effective March 2, 2026.
Guidance, Outlook, and Compensation Details
While no financial guidance is provided, the filing details significant compensation commitments for the incoming CEO:
- Base Salary: $1,250,000 annually.
- Target Bonus: 150% of base salary ($1,875,000 target for 2026), with 70% tied to EPS and 30% to strategic scorecard results.
- One-Time Cash Bonus: $1,184,000 payable shortly after the effective date.
- Equity Awards (2026): Aggregate target grant date fair value of $10,000,000 (50% stock options, 25% time-based RSUs, 25% performance-based RSUs).
- Sign-On Equity: A special one-time award with a target value of $2,500,000 in time-based RSUs.
- Relocation: Reimbursement up to $500,000.
- Severance Protections: Includes pro-rated bonuses, cash severance (2x base + average bonus for non-change-in-control; 2.5x for change-in-control), and accelerated equity vesting under specific termination scenarios.
Investor Verification Checklist
- Verify the exact start date of Frederick Lowery's employment (March 2, 2026) and the transition timeline for Stanley Bergman.
- Review the attached Employment Agreement (Exhibit 10.1) for specific performance criteria definitions for the bonus and equity awards.
- Confirm the terms of the "Sign-On Award" vesting schedule and acceleration clauses in Exhibit 10.2.
- Assess the impact of the new CEO's compensation structure on future share dilution and cash flow.
- Examine the amended By-Laws (Exhibit 3.1) to understand the new governance structure regarding the President role.