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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Emerging growth company
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On February 4, 2021, Shira Goodman notified Henry Schein, Inc. (the “Company”) of her intent not to stand for reelection to the board of directors (the “Board”) of the Company at its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) due to other commitments. Ms. Goodman will continue to serve as a director and as a member of the Nominating and Governance Committee and Strategic Advisory Committee until the completion of the Annual Meeting.
Additionally, in accordance with the Company’s director retirement policy (the “Policy”), Paul Brons will retire from the Board following the Annual Meeting and will not stand for reelection to the Board. Pursuant to the Policy, a director is expected to retire from the Board at the end of their term during which they reach the age of 80. Mr. Brons will continue to serve as a director and as a member of the Strategic Advisory Committee until the completion of the Annual Meeting.
(d) On February 9, 2021, upon recommendation of the Nominating and Governance Committee, the Board appointed Mohamad Ali and Deborah Derby to fill two new Board positions created by the increase in the size of the Board from fifteen to seventeen members, each effective immediately.
Mr. Ali has been the CEO and a director of International Data Group, Inc., a technology media, events and research company, since July 2019. Prior to International Data Group, from 2014 until 2019, he was President and CEO of Carbonite, Inc., a provider of SaaS security and data protection for businesses and individuals. Mr. Ali has also served as Chief Strategy Officer of Hewlett-Packard, as President of Avaya Client Services, and in various executive roles at IBM. Mr. Ali is currently the lead director for iRobot Corporation’s board of directors and is a former member of the board of directors of Carbonite and City National Bank. Ms. Derby was President of Horizon Group USA, a wholesaler of arts and crafts components, from 2016 until June 2020. Prior to Horizon Group, Ms. Derby had a 15-year career at Toys “R” Us, rising to the position of President of Babies “R” Us and, ultimately, Vice Chairman of Toys “R” Us from 2013 until 2015. Before joining Toys “R Us, Ms. Derby practiced corporate and employment law at Whirlpool Corporation and a large law firm in Michigan. Ms. Derby is a current member of the board of directors of Carrols Restaurant Group, Inc. and a former member of the board of directors of the Vitamin Shoppe, Inc.
On February 10, 2021, the Company issued a press release announcing the appointments of Mr. Ali and Ms. Derby to the Board, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 5.02.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit 99.1 | Press Release dated February 10, 2021 | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HENRY SCHEIN, INC. | ||||||
| Date: February 10, 2021 | By: | /s/ Walter Siegel | ||||
| Name: Walter Siegel | ||||||
| Title: Senior Vice President and General Counsel | ||||||
