UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 23, 2023, the Board of Directors (the “Board”) of Henry Schein, Inc. (the “Company”) amended and restated the Company’s Third Amended and Restated By-Laws (as amended and restated, the “By-Laws”), effective immediately. Among other things, the amendments:
| • | require notice of nominations or business to be brought before an annual meeting to be delivered within a window of 120 days and 90 days prior to the anniversary date of the preceding year’s annual meeting; |
| • | address matters relating to Rule 14a-19 promulgated under the Securities and Exchange Act of 1934, as amended (the “universal proxy rules”), including to (i) clarify that stockholders must meet requirements established by the universal proxy rules and (ii) require that any group that nominates a candidate for election must certify its compliance with the universal proxy rules and update its notice, as needed; |
| • | revise the procedures and disclosure requirements set forth in the advance notice provision of the By-Laws, including to (i) specify that stockholders making a nomination must provide information within five days of the Company’s request and (ii) specify that nominees must complete interviews with the Company’s Board of Directors at the Company’s discretion; and |
| • | require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white. |
The By-Laws also contain other ministerial, clarifying and conforming changes necessary to provide consistency.
The foregoing summary of the amendments to the By-Laws does not purport to be a complete description and is qualified in its entirety by reference to the full text of the By-Laws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 3.1 | Fourth Amended and Restated By-Laws of the Company, effective March 23, 2023 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
SIGNATURE
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. | ||||||
| March 24, 2023 | By: | /s/ Kelly Murphy | ||||
| Kelly Murphy | ||||||
| Senior Vice President and General Counsel | ||||||