Henry Schein (HSIC) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 21, 2026, to be held virtually, with voting on directors, executive compensation, auditor ratification, and a shareholder proposal on majority voting.

• Frederick M. Lowery appointed CEO effective March 2, 2026, succeeding Stanley M. Bergman, who retired as CEO but remains Chairman until the end of the Annual Meeting.

• Board size reduced from fifteen to ten members, with four directors not standing for reelection.

• KKR increased its ownership limit to 19.9% and maintains two board designees.

Voting matters and shareholder proposals

• Proposals include election of ten incumbent directors, advisory vote on executive compensation (say-on-pay), ratification of BDO USA as auditor, and a shareholder proposal to eliminate supermajority voting requirements.

• Board recommends voting for all directors, for say-on-pay and auditor ratification, and against the majority vote shareholder proposal.

• Shareholder proposal seeks to replace all supermajority voting standards with simple majority; Board opposes, citing limited use and benefits of current provisions.

Board of directors and corporate governance

• Board composition now includes nine independent directors and one executive (CEO), with average tenure of 6.2 years.

• Board committees: Audit, Compensation, Nominating and Governance, Regulatory/Compliance/Cybersecurity, and Strategic Advisory.

• Annual board and committee self-assessments, director time commitment and retirement policies, and robust stock ownership guidelines in place.

• Lead Director role continues to support independent oversight.