Business Context and Reporting Period
Company: Henry Schein, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: November 10, 2023 (Earliest event reported)
Reporting Period: Events occurring between October 14, 2023, and November 16, 2023.
Key Financial Metrics
This filing is a current report regarding corporate governance and regulatory compliance. It does not contain revenue, profit, cash flow, margin, debt, or liquidity figures. The filing references a delay in the Form 10-Q for the quarter ended September 30, 2023, but does not disclose the financial results within that report.
Material Changes and Events
- Nasdaq Delisting Notice: On November 13, 2023, the company received a notice from Nasdaq regarding non-compliance with Listing Rule 5250(c)(1) due to the anticipated late filing of its Form 10-Q for the quarter ended September 30, 2023.
- Cause of Delay: The delay in filing the Form 10-Q is attributed to information access limitations resulting from a cybersecurity incident on October 14, 2023. The company shut down certain operations and applications as a precautionary measure.
- Compliance Timeline: Nasdaq has granted the company a 60-day period to submit a compliance plan. The company previously indicated an expectation to file the Form 10-Q before the end of November 2023.
- Compensation Plan Amendment: The Compensation Committee approved an amendment and restatement of the Deferred Compensation Plan, effective November 14, 2023. Key changes include allowing joint ventures to participate, increasing the eligible annual base compensation threshold for salary deferrals from $175,000 to $225,000 for the 2024 plan year, and permitting one-time changes to distribution forms upon termination.
Guidance, Outlook, and Risks
- Operational Risk: The cybersecurity incident on October 14, 2023, continues to impact the company's ability to access information necessary for timely financial reporting.
- Regulatory Risk: The company faces potential delisting risks if it fails to meet Nasdaq's continued listing requirements regarding timely periodic reporting.
- Outlook: Management expects to file the delayed Form 10-Q before the end of November 2023, well within the 60-day compliance window provided by Nasdaq.
Investor Verification Checklist
- Verify the status of the Form 10-Q for the quarter ended September 30, 2023, and confirm if it has been filed.
- Monitor updates regarding the resolution of the October 14, 2023, cybersecurity incident and its impact on financial reporting systems.
- Review the full text of the amended Deferred Compensation Plan (Exhibit 10.1) for specific terms regarding the new compensation thresholds.
- Check for any subsequent communications from Nasdaq regarding the company's compliance plan submission.