HENRY SCHEIN INC 8-K

What Happened
Henry Schein, Inc. filed an 8-K on May 22, 2026 reporting the results of its May 21, 2026 Annual Meeting of Stockholders. Ten incumbent directors were re-elected to serve until 2027. The company reported that its 2025 executive compensation (“say-on-pay”) was approved by a non‑binding vote, BDO USA, P.C. was ratified as independent auditor for fiscal 2026, and a shareholder proposal to “Govern by Majority Vote” was approved by a non‑binding vote. On May 22, 2026 the company issued a press release announcing William K. “Dan” Daniel was elected Independent Chairman of the Board.

Key Details

• Ten incumbent directors were re-elected; sample tallies include Mohamad Ali (For: 102,451,460) and William K. “Dan” Daniel (For: 99,760,754). Director Max Lin received notable opposition (For: 79,900,114; Against: 23,411,010).
• Say-on-pay (2025 compensation) passed by non‑binding vote: For 101,159,461; Against 2,110,298; Abstain 79,377; Broker non-votes 5,933,309.
• Auditor ratification: BDO USA, P.C. ratified for fiscal year ending Dec. 26, 2026 (For 107,298,836; Against 1,805,825; Abstain 177,784).
• Shareholder proposal to “Govern by Majority Vote” approved by non‑binding vote but was closer (For 59,487,608; Against 43,707,406; Abstain 154,122; Broker non-votes 5,933,309).

Why It Matters
These outcomes confirm board continuity and investor support for the company’s pay practices and auditor choice, while the approval of the majority‑vote governance proposal signals notable shareholder interest in director election standards. Because the governance and say‑on‑pay votes were non‑binding, implementation depends on the board’s follow-up actions. Investors should note the relatively strong opposition to one director (Max Lin) and the close margin on the majority-vote proposal as indicators of active shareholder engagement on governance matters.