Business Context and Reporting Period
This Form 8-K Current Report was filed by Henry Schein, Inc. on May 13, 2021. The filing documents corporate governance actions taken on the same date, specifically the amendment of the Company's By-Laws to implement proxy access and the results of the 2021 Annual Meeting of Stockholders.
Financial Metrics
This filing does not contain financial performance data. There are no reported values for revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
The primary material change reported is the amendment and restatement of the Company's Second Amended and Restated By-Laws. The Board approved the addition of Article II, Section 12 to implement proxy access. This provision allows a stockholder, or a group of up to 20 stockholders, owning 3% or more of the Company's outstanding common stock continuously for at least three years, to nominate and include director nominees in the Company's proxy materials. The number of nominees is limited to the greater of two or 20% of the Board size.
Corporate Governance and Voting Results
At the 2021 Annual Meeting of Stockholders held on May 13, 2021, the following matters were voted upon:
- Election of Directors: Sixteen directors were elected for terms expiring in 2022. All nominees received a majority of votes cast, though several received significant "Against" votes (e.g., Barry J. Alperin received ~14.6 million against votes; Philip A. Laskawy received ~19.6 million against votes).
- Say-on-Pay Proposal: The non-binding vote to approve the 2020 compensation paid to Named Executive Officers was approved.
- For: 113,192,750
- Against: 9,889,587
- Abstain: 1,112,463
- Ratification of Auditors: The selection of BDO USA, LLP as the independent registered public accounting firm for the fiscal year ending December 25, 2021, was ratified.
- For: 121,115,952
- Against: 8,203,046
- Abstain: 225,415
Key Facts for Investor Verification
- Verify the specific eligibility requirements and procedural steps for stockholders to utilize the new proxy access provisions in the Third Amended and Restated By-Laws (Exhibit 3.1).
- Review the full text of the By-Laws to understand the "conforming or non-substantive changes" mentioned alongside the proxy access amendment.
- Analyze the voting patterns for directors with high "Against" vote counts to assess potential shareholder sentiment regarding board composition.
- Confirm the fiscal year end date of December 25, 2021, for future financial reporting expectations.