Business Context and Reporting Period
This Form 8-K filing by Henry Schein, Inc. reports on the results of the Annual Meeting of Stockholders held on May 31, 2016. The filing details the outcomes of three specific proposals submitted to security holders for a vote.
Key Financial Metrics
This filing is a current report regarding corporate governance and voting results. It does not provide financial data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. Investors should refer to the company's Form 10-K or 10-Q for financial performance details.
Material Changes and Voting Results
The filing reports the following material outcomes from the Annual Meeting:
- Election of Directors: All fifteen nominees were elected to the Board of Directors for terms expiring in 2017. Voting results ranged from approximately 92% to 99% "For" votes, with the lowest support received by Steven Paladino (approx. 92.2% For).
- Say-on-Pay Proposal: Stockholders approved the non-binding proposal to ratify the 2015 compensation paid to Named Executive Officers. The vote was approximately 91.2% "For" (63,408,834 votes) versus 4.7% "Against" (3,283,223 votes).
- Auditor Ratification: Stockholders ratified the selection of BDO USA, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2016. The vote was approximately 99.4% "For" (74,890,226 votes).
Guidance, Outlook, and Risks
This filing contains no management commentary, financial guidance, outlook, or discussion of risks and contingencies. The document is strictly limited to reporting the submission of matters to a vote of security holders and the resulting tallies.
Key Facts for Investor Verification
- Verify the full list of elected directors and their specific vote counts in the company's Proxy Statement dated April 11, 2016.
- Confirm the transition to BDO USA, LLP as the independent auditor for the 2016 fiscal year.
- Note that the "Say-on-Pay" vote was non-binding but received strong shareholder support.
- Review the company's most recent 10-K or 10-Q for financial performance data, as this 8-K contains no financial metrics.