Item 9A. Controls and Procedures
ITEM 9A.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of management, including
our principal executive officer and
principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and
procedures as of the end of the period covered by this annual report as
such term is defined in Rules 13a-15(e) and
15d-15(e) promulgated under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”).
Based on
this evaluation, our management, including our principal executive
officer and principal financial officer,
concluded that our disclosure controls and procedures were effective as of December 30,
2023, to ensure that all
material information required to be disclosed by us in reports that we file
or submit under the Exchange Act is
accumulated and communicated to them as appropriate to allow timely
decisions regarding required disclosure and
that all such information is recorded, processed, summarized and reported
within the time periods specified in the
SEC’s rules and forms, and the rules of the Nasdaq stock exchange.
Changes in Internal Control over Financial Reporting
During the quarter ended December 30, 2023, we acquired a 90% voting
equity interest in Shield, a supplier of
homecare medical products headquartered in California.
The full integration of this acquisition, as well as our
previously reported acquisitions of S.I.N and Biotech Dental, extended
beyond year-end and, therefore, we
excluded Shield, Biotech Dental, and S.I.N., which together represent
less than 1.5% of our total net sales, from our
annual assessment of internal control over financial reporting as of December
30, 2023, as permitted by SEC staff
interpretive guidance for newly acquired businesses.
Post-acquisition integration related activities for other dental and
medical businesses acquired during 2023 across
the U.S., Europe, Brazil, Australia, and China were included in
our annual assessment of internal control over
financial reporting as of December 30, 2023.
These acquisitions, the majority of which utilize separate information
and financial accounting systems, have been included in our consolidated financial
statements since their respective
dates of acquisition.
Finally, we continued systems implementation activities in the U.S. for two of our dental businesses.
The combination of acquisitions (including Shield, S.I.N., and Biotech
Dental), continued acquisition integrations
and systems implementation activities undertaken during the quarter
and carried over from prior quarters when
considered in the aggregate, represents a material change in our
internal control over financial reporting.
During the quarter, all acquisitions, continued acquisition integrations and systems implementation activities
involve necessary and appropriate change-management controls
that are considered in our quarterly assessment of
changes in our internal control over financial reporting.
In October 2023, we experienced a cybersecurity incident that primarily
affected the operations of our North
American and European dental and medical distribution businesses.
Once we became aware of the issue, as part of
the Company’s incident response plan, we took precautionary actions to contain the incident including shutting
down connectivity to networks and key business, operating and financial
accounting systems globally.
In addition
to notifying affected and potentially affected third parties and all relevant law enforcement
authorities, we engaged
external cyber-security experts to support our assessment of the cyber-incident’s impact as well as sanitize, rebuild
and restore our affected systems and applications.
We also notified law enforcement and our employees,
customers, suppliers and investors, informing them of both the incident and
management’s efforts to mitigate its
impact on our daily operations and data maintained on the Company’s systems.
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127
Subsequently, on or about November 8, 2023, we determined that the threat actor obtained personal and sensitive
information maintained on our systems belonging to certain third parties and
since that date we have notified
affected parties and potentially affected parties as appropriate.
The scope of personal and sensitive data impacted is
still under investigation.
On November 22, 2023, we experienced a related disruption to our
ecommerce platform and related applications,
which has since been remediated.
In order to mitigate the impact of this disruption on our systems and on our
ability to service customers, alternative
procedures and controls were temporarily implemented.
Management’s
Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting,
as such term is defined in Exchange Act Rule 13a-15(f).
Our internal control system is designed to provide
reasonable assurance to our management and Board regarding the preparation
and fair presentation of published
financial statements.
Under the supervision and with the participation of our management,
including our principal
executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal
control over financial reporting based on the framework in Internal Control-Integrated
Framework (2013), updated
and reissued by the Committee of Sponsoring Organizations, or the COSO Framework.
Based on our evaluation
under the COSO Framework, our management concluded that our
internal control over financial reporting was
effective at a reasonable assurance level as of December 30, 2023.
The effectiveness of our internal control over financial reporting as of December 30,
2023, has been independently
audited by BDO USA, P.C., an independent registered public accounting firm, and their attestation is included
herein. The evaluation of internal controls involves judgment.
Our external auditor has concluded that the
Company has a material weakness resulting from the aggregation of certain
control deficiencies at the application
control level related to logical and user access management and segregation of
duties.
The Company agrees that
there are control deficiencies that our external auditor has identified, all of which
either have been addressed or are
being addressed. The Company’s management has considered the control deficiencies identified by our
external
auditor, and believes that, individually and in aggregate, they do not result in a material weakness.
A material
weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such
that
there is a reasonable possibility that a material misstatement of the
company’s financial statements will not be
prevented or detected on a timely basis.
Limitations of the Effectiveness of Internal Control
A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance
that the objectives of the internal control system are met.
Because of the inherent limitations of any internal control
system, no evaluation of controls can provide absolute assurance that
all control issues, if any, within a company
have been detected.
Table of Contents
128
Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
Henry Schein, Inc.
Melville, NY
Opinion on Internal Control over Financial Reporting
We
have audited Henry
Schein, Inc.’s
(the “Company’s”)
internal control over
financial reporting as
of December
30, 2023, based on
criteria established in Internal Control
– Integrated Framework (2013) issued
by the Committee
of Sponsoring Organizations of the Treadway Commission (the
“COSO criteria”). In our opinion, the Company did
not maintain,
in all
material respects,
effective internal
control over
financial reporting
as of
December 30,
2023,
based on the COSO criteria.
We
do
not
express
an
opinion
or
any
other
form
of
assurance
on
management’s
statements
referring
to
any
corrective actions taken by the Company after the date of management’s assessment.
We
also
have
audited,
in
accordance
with
the
standards
of
the
Public
Company
Accounting
Oversight
Board
(United
States)
(“PCAOB”),
the
consolidated
balance
sheets
of
the
Company
as
of
December
30,
2023
and
December
31,
2022,
the
related
consolidated
statements
of
income,
comprehensive
income,
changes
in
stockholders’ equity,
and cash
flows for
each of
the three
years in
the
period ended
December 30,
2023, and
the
related
notes
(collectively
referred
to
as
“the
financial
statements”)
and
our
report
dated
February
28,
2024
expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s
management is
responsible for
maintaining effective
internal control
over financial
reporting and
for
its
assessment of
the
effectiveness
of
internal control
over financial
reporting, included
in
the
accompanying,
“Item 9A, Management’s
Report on Internal
Control over Financial Reporting”. Our
responsibility is to express
an
opinion on the
Company’s internal
control over financial
reporting based on
our audit. We
are a public
accounting
firm
registered
with
the
PCAOB and
are
required
to
be
independent
with
respect
to
the
Company in
accordance
with
U.S.
federal
securities
laws
and
the
applicable
rules
and
regulations
of
the
Securities
and
Exchange
Commission and the PCAOB.
We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB.
Those standards require
that we plan
and perform the
audit to
obtain reasonable assurance
about whether effective
internal
control
over
financial
reporting
was
maintained
in
all
material
respects.
Our
audit
included
obtaining
an
understanding
of
internal
control
over
financial
reporting,
assessing
the
risk
that
a
material
weakness
exists,
and
testing
and
evaluating
the
design
and
operating
effectiveness
of
internal
control
based
on
the
assessed
risk.
Our
audit also included performing
such other procedures as we
considered necessary in the
circumstances. We
believe
that our audit provides a reasonable basis for our opinion.
A material
weakness is
a deficiency,
or a
combination of
deficiencies, in
internal control
over financial
reporting,
such
that
there
is
a
reasonable
possibility
that
a
material
misstatement
of
the
Company’s
annual
or
interim
consolidated
financial
statements
will
not
be
prevented
or
detected
on
a
timely
basis.
We
have
identified
the
following material weakness
that has not
been identified as
a material weakness
in management’s
assessment. The
material weakness in
internal control over
financial reporting is
related to logical
and user access
management and
segregation
of
duties,
at
the
application
control
level,
in
certain
information
technology
environments
at
certain
components.
There
is
a
reasonable
possibility
that
a
material
misstatement
of
the
Company’s
annual
or
interim
consolidated
financial
statements
with
respect
to
these
matters
would
not
have
been
prevented
or
detected
on
a
timely
basis.
This
material
weakness
was
considered
in
determining
the
nature,
timing,
and
extent
of
audit
tests
applied in
our audit
of the
2023 consolidated
financial statements,
and this
report does
not affect
our report
dated
February 28, 2024, on those consolidated financial statements.
As indicated in
the accompanying “Item
9A, Management’s
Report on Internal
Control over Financial
Reporting”,
management’s assessment of and conclusion on the effectiveness of internal control
over financial reporting did not
include
the
internal
controls
of
Shield
Healthcare,
Inc.,
S.I.N.
Implant
System,
and
Biotech
Dental,
which
were
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129
acquired
during
the
year
ended
December
30,
2023,
and
are
included
in
the
consolidated
balance
sheet
of
the
Company
as
of
December
30,
2023,
and
the
related
consolidated
statements
of
income,
comprehensive
income,
changes
in
stockholders’
equity,
and
cash
flows
for
the
year
then
ended.
Shield
Healthcare,
Inc.,
S.I.N.
Implant
System, and
Biotech Dental,
together represent
less than
1.5% of
total net
sales for
the year
ended December
30,
2023. Management did not assess the effectiveness of internal control over financial reporting of Shield Healthcare,
Inc.,
S.I.N.
Implant
System,
or
Biotech
Dental
because
of
the
timing
of
the
acquisitions
which
were
completed
during the
year ended
December 30,
2023. Our
audit of
internal control
over financial
reporting of
the Company
also did
not include
an evaluation
of the
internal control
over financial
reporting of
Shield Healthcare,
Inc., S.I.N.
Implant System, or Biotech Dental.
Definition and Limitations of Internal Control over Financial Reporting
A
company’s
internal
control
over
financial
reporting
is
a
process
designed
to
provide
reasonable
assurance
regarding the
reliability of
financial reporting
and the
preparation of
financial statements
for external
purposes in
accordance
with
generally
accepted
accounting
principles.
A
company’s
internal
control
over
financial
reporting
includes
those
policies
and
procedures
that
(1)
pertain
to
the
maintenance
of
records
that,
in
reasonable
detail,
accurately and
fairly reflect
the transactions
and dispositions
of the
assets of
the company;
(2) provide
reasonable
assurance
that
transactions
are
recorded
as
necessary
to
permit
preparation
of
financial
statements
in
accordance
with generally
accepted accounting
principles, and
that receipts
and expenditures
of the
company are
being made
only
in
accordance with
authorizations of
management and
directors of
the
company; and
(3) provide
reasonable
assurance
regarding
prevention
or
timely
detection
of
unauthorized
acquisition,
use,
or
disposition
of
the
company’s assets that could have a material effect on the financial statements.
Because
of
its
inherent
limitations,
internal
control
over
financial
reporting
may
not
prevent
or
detect
misstatements.
Also,
projections
of
any
evaluation
of
effectiveness
to
future
periods
are
subject
to
the
risk
that
controls
may
become
inadequate
because
of
changes
in
conditions,
or
that
the
degree
of
compliance
with
the
policies or procedures may deteriorate.
/s/ BDO USA, P.C.
New York
,
NY
February 28, 2024
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130
ITEM 9B.
Other Information
Not applicable.
ITEM 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART
III
ITEM 10.
Directors, Executive Officers and Corporate Governance
Information required by this item regarding our directors and executive
officers and our corporate governance is
hereby incorporated by reference to the Section entitled “Election of Directors,”
with respect to directors, and the
first paragraph of the Section entitled “Corporate Governance - Board
of Directors Meetings and Committees -
Audit Committee,” with respect to corporate governance, in each case
in our definitive 2024 Proxy Statement to be
filed pursuant to Regulation 14A and to the Section entitled “Information
about our Executive Officers” in Part I of
this report, with respect to executive officers.
There have been no changes to the procedures by which stockholders
may recommend nominees to our Board since
our last disclosure of such procedures, which appeared in our definitive
2023 Proxy Statement filed pursuant to
Regulation 14A on April 11, 2023.
Information required by this item concerning compliance with Section
16(a) of the Securities Exchange Act of
1934 is hereby incorporated by reference to the Section entitled
“Delinquent Section 16(a) Reports” in our
definitive 2024 Proxy Statement to be filed pursuant to Regulation 14A,
to the extent responsive disclosure is
required.
We have adopted a Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer, Chief
Accounting Officer and Controller.
We make available free of charge through our Internet website,
www.henryschein.com,
under the “About Henry Schein--Corporate Governance
Highlights” caption, our Code of
Ethics.
We intend to disclose on our Web
site any amendment to, or waiver of, a provision of the Code
of Ethics.
ITEM 11.
Executive Compensation
The information required by this item is hereby incorporated by reference
to the Sections
entitled “Compensation
Discussion and Analysis,” “Compensation Committee Report” (which
information shall be deemed furnished in
this Annual Report on Form 10-K), “Executive and Director Compensation” and
“Compensation Committee
Interlocks and Insider Participation” in our definitive 2024 Proxy Statement
to be filed pursuant to Regulation 14A.
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131
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder
Matters
We maintain several stock incentive plans for the benefit of certain officers, directors and employees.
All active
plans have been approved by our stockholders.
Descriptions of these plans appear in the notes to our consolidated
financial statements.
The following table summarizes information relating to these plans as
of December 30, 2023:
Number of Common
Shares to be Issued Upon
Weighted-
Average
Number of Common
Exercise of Outstanding
Exercise Price of
Shares Available
for
Plan Category
Options and Rights
Outstanding Options
Future Issuances
Plans Approved by Stockholders
-
$
-
7,166,543
Plans Not Approved by Stockholders
-
-
-
Total
-
$
-
7,166,543
The other information required by this item is hereby incorporated by
reference to the Section entitled “Security
Ownership of Certain Beneficial Owners and Management” in our definitive
2024 Proxy Statement to be filed
pursuant to Regulation 14A.
ITEM 13.
Certain Relationships and Related Transactions, and Director Independence
The information required by this item is hereby incorporated by reference
to the Section entitled “Certain
Relationships and Related Transactions” and “Corporate Governance – Board of Directors Meetings and
Committees – Independent Directors” in our definitive 2024 Proxy Statement
to be filed pursuant to Regulation
14A.
ITEM 14.
Principal Accounting Fees and Services
The information required by this item is hereby incorporated by reference
to the Section entitled “Independent
Registered Public Accounting Firm Fees and Pre-Approval Policies and
Procedures” in our definitive 2024 Proxy
Statement to be filed pursuant to Regulation 14A.
PART
IV
ITEM 15.
Exhibits, Financial Statement Schedules
(a)
List of Documents Filed as a Part of This Report:
1.
Financial Statements:
Our Consolidated Financial Statements filed as a part of this report
are listed on the index on
Page 62.
2.
Index to Exhibits:
See exhibits listed under Item 15(b) below.
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132
(b) Exhibits
3.1
Second Amended and Restated Certificate of Incorporation of Henry Schein, Inc.
(Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on June
1, 2018.)
3.2
Fourth Amended and Restated By-Laws of Henry Schein, Inc., effective March 23, 2023.
(Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on
March 24, 2023.)
4.1
Third Amended and Restated Multicurrency Master Note Purchase Agreement, dated as of
October 20, 2021, by and among us, Metropolitan Life Insurance Company, MetLife
Investment Management, LLC and each MetLife affiliate which becomes party thereto.
(Incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K filed on
October 21, 2021.)
4.2
Third Amended and Restated Master Note Facility, dated as of October 20, 2021, by and
among us, NYL Investors LLC and each New York Life affiliate which becomes party
thereto. (Incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed
on October 21, 2021.)
4.3
Third Amended and Restated Multicurrency Private Shelf Agreement, dated as of October
20, 2021, by and among us, PGIM, Inc. and each Prudential affiliate which becomes party
thereto. (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed
on October 21, 2021.)
4.4
Multicurrency Private Shelf Agreement, dated as of October 20, 2021, by and among us,
AIG Asset Management (U.S.), LLC and each AIG affiliate which becomes party thereto.
(Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on
October 21, 2021.)
4.5
Description of Securities. (Incorporated by reference to Exhibit 4.5 to our Annual Report
on Form 10-K for the fiscal year ended December 25, 2021 filed on February 15, 2022.)
10.1
Henry Schein, Inc. 2013 Stock Incentive Plan, as amended and restated effective as of May
14, 2013. (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K
filed on May 16, 2013.)**
10.2
Form of 2019 Restricted Stock Unit Agreement for performance-based restricted stock unit
awards pursuant to the Henry Schein, Inc. 2013 Stock Incentive Plan (as amended and
restated effective as of May 14, 2013). (Incorporated by reference to Exhibit 10.2 to our
Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2019 filed on May
7, 2019.)**
10.3
Form of 2019 Restricted Stock Unit Agreement for time-based restricted stock unit awards
pursuant to the Henry Schein, Inc. 2013 Stock Incentive Plan (as amended and restated
effective as of May 14, 2013). (Incorporated by reference to Exhibit 10.1 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended March 30, 2019 filed on May 7, 2019.)**
10.4
Henry Schein, Inc. 2020 Stock Incentive Plan, as amended and restated effective as of May
21, 2020. (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K
filed on May 26, 2020.)**
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133
10.5
Form of 2021 Stock Option Agreement pursuant to the Henry Schein, Inc. 2020 Stock
Incentive Plan (as amended and restated effective as of May 21, 2020). (Incorporated by
reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 8, 2021.)**
10.6
Form of 2022 Restricted Stock Unit Agreement for time-based restricted stock unit awards
pursuant to the Henry Schein, Inc. 2020 Stock Incentive Plan (as amended and restated
effective as of May 21, 2020). (Incorporated by reference to Exhibit 10.1 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended March 26, 2022 filed on May 3, 2022.)**
10.7
Form of 2022 Restricted Stock Unit Agreement for performance-based restricted stock unit
awards pursuant to the Henry Schein, Inc. 2020 Stock Incentive Plan (as amended and
restated effective as of May 21, 2020). (Incorporated by reference to Exhibit 10.2 to our
Quarterly Report on Form 10-Q for the fiscal quarter ended March 26, 2022 filed on May
3, 2022.)**
10.8
Henry Schein, Inc. 2015 Non-Employee Director Stock Incentive Plan. (Incorporated by
reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended
June 27, 2015 filed on July 29, 2015.)**
10.9
Form of 2018 Restricted Stock Unit Agreement for time-based restricted stock unit awards
pursuant to the Henry Schein, Inc. 2015 Non-Employee Director Stock Incentive Plan (as
amended and restated effective as of June 22, 2015). (Incorporated by reference to Exhibit
10.6 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018
filed on May 8, 2018.)**
10.10
Henry Schein, Inc. 2023 Non-Employee Director Stock Incentive Plan, as
amended and
restated effective as of May 23, 2023. (Incorporated by reference
to Exhibit 10.1 to our
Current Report on Form 8-K filed on May 25, 2023
).**
10.11
Henry Schein, Inc. Supplemental Executive Retirement Plan, amended and restated
effective as of January 1, 2014. (Incorporated by reference to Exhibit 10.1 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended September 28, 2013 filed on November
5, 2013.)**
10.12
Amendment Number One to the Henry Schein, Inc. Supplemental Executive Retirement
Plan, amended and restated effective as of January 1, 2014. (Incorporated by reference to
Exhibit 10.18 to our Annual Report on Form 10-K for the fiscal year ended December 28,
2019 filed on February 20, 2020.)**
10.13
Amendment Number Two to the Henry Schein, Inc. Supplemental Executive Retirement
Plan, amended and restated effective as of January 1, 2014. (Incorporated by reference to
Exhibit 10.3 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 28,
2020 filed on May 5, 2020.)**
10.14
Amendment Number Three to the Henry Schein, Inc. Supplemental Executive Retirement
Plan, amended and restated effective as of January 1, 2014. (Incorporated by reference to
Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended September
26, 2020 filed on November 2, 2020.)**
10.15
Amendment Number Four to the Henry Schein, Inc. Supplemental Executive Retirement
Plan, amended and restated effective as of January 1, 2014. (Incorporated by reference to
Exhibit 10.1 to our Current Report on Form 8-K filed on December 18, 2023.)**
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134
10.16
Henry Schein, Inc. 2004 Employee Stock Purchase Plan, effective as of May 25, 2004.
(Incorporated by reference to Exhibit D to our definitive 2004 Proxy Statement on
Schedule 14A, filed on April 27, 2004.)**
10.17
Henry Schein, Inc. 2023 Non-Employee Director Stock Incentive Plan, amended and
restated effective as of May 23, 2023. (Incorporated by reference to Exhibit 10.1 to our
Current Report on Form 8-K filed on May 25, 2023.)**
10.18
Henry Schein, Inc. Deferred Compensation Plan, as amended and restated effective as of
November 14, 2023. (Incorporated by reference to Exhibit 10.1 to our Current Report on
Form 8-K filed on November 16, 2023.)**
10.19
Henry Schein Management Team Performance Incentive Plan and Plan Summary,
effective as of January 1, 2014. (Incorporated by reference to Exhibit 10.7 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended March 29, 2014 filed on May 6, 2014.)**
10.20
Amended and Restated Employment Agreement dated as of November 28, 2022, by and
between Henry Schein, Inc. and Stanley M. Bergman. (Incorporated by reference to
Exhibit 10.1 to our Current Report on Form 8-K filed on November 29, 2022.)**
10.21
Letter Agreement dated November 11, 2021 between Henry Schein, Inc. and Brad Connett
(Incorporated by reference to Exhibit 10.27 to our Annual Report on Form 10-K for the
fiscal year ended December 31, 2022 filed on February 21, 2023.)**
10.22
Agreement dated November 11, 2021 between Henry Schein, Inc. and Brad Connett
(Incorporated by reference to Exhibit 10.28 to our Annual Report on Form 10-K for the
fiscal year ended December 31, 2022 filed on February 21, 2023.)**
10.23
Special Incentive Plan dated May 24, 2021 between Henry Schein, Inc. and Brad Connett
(Incorporated by reference to Exhibit 10.29 to our Annual Report on Form 10-K for the
fiscal year ended December 31, 2022 filed on February 21, 2023.)**
#
10.24
Form of Amended and Restated Change in Control Agreement dated December 12, 2008
between us and certain executive officers who are a party thereto (James Breslawski,
Michael S. Ettinger, and Mark Mlotek, respectively). (Incorporated by reference to Exhibit
10.15 to our Annual Report on Form 10-K for the fiscal year ended December 27, 2008
filed on February 24, 2009.)**
10.25
Form of Amendment to Amended and Restated Change in Control Agreement effective
January 1, 2012 between us and certain executive officers who are a party thereto (James
Breslawski, Michael S. Ettinger, and Mark Mlotek, respectively). (Incorporated by
reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January 20, 2012.)**
10.26
Form of Change in Control Agreement between us and certain executive officers who are a
party thereto (Walter Siegel). (Incorporated by reference to Exhibit 10.3 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended March 30, 2019 filed on May 7, 2019.)
**
10.27
Henry Schein, Inc. Executive Change in Control Plan, effective as of May 2, 2022 between
us and certain executive officers who are a party thereto (Ronald N. South, Brad Connett,
and Lorelei McGlynn). (Incorporated by reference to Exhibit 10.3 to our Quarterly Report
on Form 10-Q for the fiscal quarter ended March 26, 2022 filed on May 3, 2022.)**
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135
10.28
Form of Indemnification Agreement between us and certain directors and executive
officers who are a party thereto (Mohamed Ali, Deborah Derby, Carole T. Faig, Joseph L.
Herring, Kurt P. Kuehn, Philip A. Laskawy, Anne H. Margulies, Steven Paladino, Carol
Raphael, Scott P. Serota, Bradley T. Sheares, Ph.D., Reed V. Tuckson, M.D., FACP,
Stanley M. Bergman, James P. Breslawski, Brad Connett, Michael S. Ettinger, Lorelei
McGlynn, Mark E. Mlotek, Walter Siegel and Ronald N. South, respectively).
(Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the
fiscal quarter ended September 26, 2015 filed on November 4, 2015.)**
10.29
Second Amended and Restated Revolving Credit Agreement, dated as of July 11, 2023,
among us, the several lenders parties thereto, and JPMorgan Chase Bank, N.A., as
administrative agent, U.S. Bank National Association, as syndication agent, and TD Bank,
N.A., Bank of America, N.A., UniCredit Bank, A.G., the Bank of New York Mellon, ING
Bank, N.V. and HSBC Bank USA, N.A., as co-documentation agents. (Incorporated by
reference to Exhibit 10.2 to our Current Report on Form 8-K filed on July 13, 2023.)
10.30
Term Loan Credit Agreement, dated as of July 11, 2023, among us, the several lenders
parties thereto, JPMorgan Chase Bank, N.A., as administrative agent,
U.S. Bank National Association, as syndication agent, and TD Bank, N.A.,
Bank of America, N.A. and UniCredit Bank, A.G., as co-documentation agents.
(Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K
filed on July 13, 2023.)
10.31
Receivables Purchase Agreement, dated as of April 17, 2013, by and among us, as
servicer, HSFR, Inc., as seller, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as agent and the
various purchaser groups from time to time party thereto. (Incorporated by reference to
Exhibit 10.1 to our Current Report on Form 8-K filed on April 19, 2013.)
10.32
Amendment No. 1 dated as of September 22, 2014 to the Receivables Purchase
Agreement, dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller,
The Bank of Tokyo-Mitsubishi UFJ, LTD., New York Branch, as agent and the various
purchaser groups from time to time party thereto. (Incorporated by reference to Exhibit
10.2 to our Current Report on Form 8-K filed on September 26, 2014.)
10.33
Amendment No. 2 dated as of April 17, 2015 to Receivables Purchase Agreement, dated as
of April 17, 2013, by and among us, as performance guarantor, HSFR, Inc., as seller, The
Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various
purchaser groups party thereto. (Incorporated by reference to Exhibit 10.1 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended June 25, 2016 filed on August 4, 2016.)
10.34
Amendment No. 3 dated as of June 1, 2016 to Receivables Purchase Agreement, dated as
of April 17, 2013, by and among us, as performance guarantor, HSFR, Inc., as seller, The
Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various
purchaser groups party thereto. (Incorporated by reference to Exhibit 10.2 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended June 25, 2016 filed on August 4, 2016.)
10.35
Amendment No. 4 dated as of July 6, 2017 to Receivables Purchase Agreement, dated as
of April 17, 2013, by and among us, as performance guarantor, HSFR, Inc., as seller, The
Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various
purchaser groups party thereto. (Incorporated by reference to Exhibit 10.1 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended September 30, 2017 filed on November
6, 2017.)
Table of Contents
136
10.36
Amendment No. 5 dated as of May 13, 2019 to Receivables Purchase Agreement, dated as
of April 17, 2013, by and among us, as performance guarantor, HSFR, Inc., as seller, The
Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various
purchaser groups party thereto. (Incorporated by reference to Exhibit 10.1 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended June 29, 2019 filed on August 6, 2019.)
10.37
Limited Waiver dated as of May 22, 2020 to Receivables Purchase Agreement, dated as of
April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as agent and the
various purchaser groups from time to time party thereto, as amended. (Incorporated by
reference to Exhibit 10.7 to our Quarterly Report on Form 10-Q for the fiscal quarter ended
June 27, 2020 filed on August 4, 2020.)
10.38
Amendment No. 6 dated as of June 22, 2020 to the Receivables Purchase Agreement,
dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as
agent and the various purchaser groups from time to time party thereto. (Incorporated by
reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 25, 2020.)
10.39
Amendment No. 7 dated as of October 20, 2021 to Receivables Purchase Agreement, dated
as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as agent
and the various purchaser groups from time to time party thereto. (Incorporated by
reference to Exhibit 10.1 to our Current Report on Form 8-K filed on October 21, 2021.)
10.40
Amendment No. 8 dated as of December 15, 2022 to Receivables Purchase Agreement,
dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as
agent and the various purchaser groups from time to time party thereto. (Incorporated by
reference to Exhibit 10.45 to our Annual Report on Form 10-K for the fiscal year ended
December 31, 2022 filed on February 21, 2023.)
10.41
Omnibus Amendment No. 1, dated July 22, 2013, to Receivables Purchase Agreement
dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, The Bank
of Tokyo-Mitsubishi UFJ, Ltd., as agent, and the various purchaser groups from time to
time party thereto and Receivables Sales Agreement, dated as of April 17, 2013, by and
among us, certain of our wholly-owned subsidiaries and HSFR, Inc., as
buyer. (Incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q
for the fiscal quarter ended June 29, 2013 filed on August 6, 2013.)
10.42
Omnibus Amendment No. 2, dated April 21, 2014, to Receivables Purchase Agreement
dated as of April 17, 2013, as amended, by and among us, as servicer, HSFR, Inc., as
seller, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as agent, and the various purchaser
groups from time to time party thereto and Receivables Sales Agreement, dated as of April
17, 2013, by and among us, certain of our wholly-owned subsidiaries and HSFR, Inc., as
buyer. (Incorporated by reference to Exhibit 10.8 to our Quarterly Report on Form 10-Q
for the fiscal quarter ended March 29, 2014 filed on May 6, 2014.)
10.43
Receivables Sale Agreement, dated as of April 17, 2013, by and among us, certain of our
wholly-owned subsidiaries and HSFR, Inc., as buyer. (Incorporated by reference to
Exhibit 10.2 to our Current Report on Form 8-K filed on April 19, 2013.)
21.1
List of our Subsidiaries.+
23.1
Consent of BDO USA, P.C.+
31.1
Certification of our Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.+
Table of Contents
137
31.2
Certification of our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.+
32.1
Certification of our Chief Executive Officer and Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.+
97.1
Henry Schein, Inc. Dodd-Frank Clawback Policy, effective as of December 1, 2023.**+
99.1
Limited Waiver dated November 10, 2023 to the Multicurrency Private Shelf Agreement,
dated as of October 20, 2021, by and among us, AIG Asset Management (U.S.), LLC and
each AIG affiliate which becomes party thereto.+
99.2
Limited Waiver dated November 10, 2023 to the Third Amended and Restated
Multicurrency Master Note Purchase Agreement, dated as of October 20, 2021, by and
among us, Metropolitan Life Insurance Company, MetLife Investment Management, LLC
and each MetLife affiliate which becomes party thereto.+
99.3
Limited Waiver dated November 10, 2023 to the Third Amended and Restated Master
Note Facility, dated as of October 20, 2021, by and among us, NYL Investors LLC and
each New York Life affiliate which becomes party thereto.+
99.4
Limited Waiver dated November 10, 2023 to the Third Amended and Restated
Multicurrency Private Shelf Agreement, dated as of October 20, 2021, by and among us,
PGIM, Inc. and each Prudential affiliate which becomes party thereto.+
99.5
Limited Waiver dated as of November 10, 2023 to the Receivables Purchase Agreement,
dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as
agent and the various purchaser groups from time to time party thereto, as amended.+
99.6
Limited Waiver dated as of November 10, 2023 to the Second Amended and Restated
Revolving Credit Agreement, dated as of July11, 2023, among us, the several lenders from
time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, and
the other parties from time to time party thereto.+
99.7
Limited Waiver dated as of November 10, 2023 to the Term Loan Credit Agreement, dated
as of July 11, 2023, among us, the several lenders from time to time party thereto,
JPMorgan Chase Bank, N.A., as administrative agent, and the other parties from time to
time party thereto.+
99.8
Amendment No. 9 dated as of December 20, 2023 to Receivables Purchase Agreement,
dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as
agent and the various purchaser groups from time to time party thereto.+
99.9
Amendment No. 10 dated as of February 23, 2024 to Receivables Purchase Agreement,
dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as
agent and the various purchaser groups from time to time party thereto.+
101.INS
Inline XBRL Instance Document - the instance document does not appear
in the
Interactive Data File because its XBRL tags are embedded within the Inline
XBRL
document.+
101.SCH
Inline XBRL Taxonomy Extension Schema Document+
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document+
Table of Contents
138
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document+
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document+
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document+
104
The cover page of Henry Schein, Inc.’s Annual Report on Form 10-K for the year ended
December 30, 2023, formatted in Inline XBRL (included within Exhibit 101
attachments).+
_________
+
Filed or furnished herewith.
**
Indicates management contract or compensatory plan or agreement.
# Certain identified information has been excluded from the exhibit because
it is both not material and is the type
that the registrant treats as private or confidential.
ITEM 16.
Form 10-K Summary
None.
Table of Contents
139
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Henry Schein, Inc.
By: /s/ STANLEY M. BERGMAN
Stanley M. Bergman
Chairman and Chief Executive Officer
February 28, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on
the dates indicated.
Signature
Capacity
Date
/s/ STANLEY M. BERGMAN
Chairman, Chief Executive Officer
February 28, 2024
Stanley M. Bergman
and Director (principal executive officer)
/s/ RONALD N. SOUTH
Senior Vice President, Chief
Financial Officer
February 28, 2024
Ronald N. South
(principal financial and accounting officer)
/s/ JAMES P.
BRESLAWSKI
Vice Chairman, President
and Director
February 28, 2024
James P.
Breslawski
/s/ MARK E. MLOTEK
Executive Vice President,
Chief Strategic Officer and
Director
February 28, 2024
Mark E. Mlotek
/s/ MOHAMAD ALI
Director
February 28, 2024
Mohamad Ali
/s/ DEBORAH DERBY
Director
February 28, 2024
Deborah Derby
/s/ CAROLE T. FAIG
Director
February 28, 2024
Carole T. Faig
/s/ JOSEPH L. HERRING
Director
February 28, 2024
Joseph L. Herring
/s/ KURT P.
KUEHN
Director
February 28, 2024
Kurt P.
Kuehn
/s/ PHILIP A. LASKAWY
Director
February 28, 2024
Philip A. Laskawy
/s/ ANNE H. MARGULIES
Director
February 28, 2024
Anne H. Margulies
/s/ STEVEN PALADINO
Director
February 28, 2024
Steven Paladino
/s/ CAROL RAPHAEL
Director
February 28, 2024
Carol Raphael
/s/ SCOTT SEROTA
Director
February 28, 2024
Scott Serota
/s/ BRADLEY T. SHEARES,
PH.D.
Director
February 28, 2024
Bradley T. Sheares,
Ph.D.
/s/ REED V.
TUCKSON, M.D., FACP
Director
February 28, 2024
Reed V.
Tuckson, M.D., FACP