Business Context and Reporting Period
This Form 8-K filing by Henry Schein, Inc. was submitted on March 19, 2018, reporting events occurring on March 15, 2018, and March 16, 2018. The report addresses changes to the Company's Board of Directors ahead of the 2018 Annual Meeting of Stockholders.
Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial data. The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
- Director Departure (Non-Reelection): Lawrence S. Bacow, Ph.D., notified the Company of his intent not to stand for reelection due to his new role as President of Harvard University. He will serve until the Annual Meeting.
- Director Retirement: Donald J. Kabat will retire from the Board following the Annual Meeting in accordance with the director retirement policy (age 80). He will continue to serve as Chairperson of the Audit Committee until the meeting concludes.
- New Director Nominee: The Board approved Shira Goodman as a new nominee for election. Ms. Goodman is the former CEO of Staples, Inc. (2016–2018).
- Committee Leadership Change: The Board intends to appoint Kurt P. Kuehn as the new Chairperson of the Audit Committee, effective upon Mr. Kabat's retirement.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or discussion of operational risks. Management commentary is limited to the rationale for the board changes:
- Dr. Bacow's departure is not related to any disagreement regarding the Company's operations, policies, or practices.
- Mr. Kabat's retirement follows the Company's established policy regarding director age limits.
Key Facts for Investor Verification
- Verify the election results for Shira Goodman at the 2018 Annual Meeting of Stockholders.
- Confirm the official appointment of Kurt P. Kuehn as Chairperson of the Audit Committee post-meeting.
- Review the composition of the Board following the retirement of Donald J. Kabat and the non-reelection of Lawrence S. Bacow.