UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

HENRY SCHEIN, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 31, 201821, 2020

Dear Stockholder:

You are cordially invited to attend the 20182020 Annual Meeting of Stockholders (the “Annual Meeting”) of Henry Schein, Inc. (the “Company” or “Henry Schein”), to be held virtually at 10:00 a.m., Eastern Daylight Time, on Thursday, May 31, 2018 at21, 2020. This will be the Melville Marriott Long Island, 1350 Old Walt Whitman Road, Melville, New York 11747.first time we have held our Annual Meeting virtually. Due to the emerging public health impact of the coronavirus outbreak(COVID-19) and to support the health and well-being of our employees, directors and stockholders, we have decided not to have a physical annual meeting this year. You will be able to attend the Annual Meeting online, vote and submit questions during the meeting by visitingwww.virtualshareholdermeeting.com/HSIC2020 and entering the16-digit control number included in our Notice Regarding the Availability of Proxy Materials or on your proxy card (if you received a printed copy of the proxy materials).

The Annual Meeting will be held for the following purposes:

Only stockholders of record at the close of business on April 2, 2018March 23, 2020 are entitled to notice of, and to vote at, the meeting or any adjournments or postponements thereof.

The Company is pleased to take advantage of the Securities and Exchange Commission rules that allow issuers to furnish proxy materials to their stockholders on the Internet. The Company believes the rules allow it to provide its stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. Accordingly, stockholders of record at the close of business on April 2, 2018March 23, 2020 will receive a Notice Regarding the Availability of Proxy Materials and may vote at the Annual Meeting and any adjournment or postponement of the meeting.

To assure your representation at the Annual Meeting, you are urged to cast your vote, as instructed in the Notice Regarding the Availability of Proxy Materials, over the Internet or by telephone as promptly as possible. You may also request a paper proxy card to submit your vote by mail, if you prefer. Any stockholder of record attendingprefer, or vote online during the virtual Annual Meeting may vote in person, even if he or she previously voted over the Internet, by telephone or returned a completed proxy card.Meeting.

Whether or not you expect to attend the virtual meeting in person,online, your vote is very important. Please cast your vote regardless of the number of shares you hold. I believe that you can be proud, excited and confident to be a stockholder of Henry Schein. I look forward to discussing our plans for the Company’s future at the Annual Meeting, and I hope to see you there.Meeting.

STANLEY M. BERGMAN

Chairman and Chief Executive Officer

Melville, New York

April 12, 20187, 2020

135 DURYEA ROAD

MELVILLE, NEW YORK 11747

PROXY STATEMENT

The Board of Directors of Henry Schein, Inc. (the “Company”) has fixed the close of business on April 2, 2018March 23, 2020 as the record date for determining the holders of the Company’s common stock, par value $0.01, entitled to notice of, and to vote at, the 20182020 Annual Meeting of Stockholders (the “Annual Meeting”). As of that date, 154,306,047142,756,052 shares of common stock were outstanding, each of which entitles the holder of record to one vote. On August 16, 2017, the Company announced that the Board of Directors approved atwo-for-one stock split of our common stock. Each Henry Schein, Inc. stockholder of record at the close of business on September 1, 2017 received a distribution of one additional share for every share held as of such date. Trading began on a split-adjusted basis on September 15, 2017. The effects of the stock split on share and per share amounts have been retroactively reflected for all periods presented in this proxy statement. The Notice of Annual Meeting, this proxy statement and the form of proxy are being made available to stockholders of record of the Company on or about April 12, 2018.7, 2020. A copy of our 20172019 Annual Report to Stockholders is being made available with this proxy statement, but is not incorporated herein by reference.

The presence, in person or by proxy, of the holders of a majority of the outstanding shares of common stock entitled to vote is necessary to constitute a quorum in connection with the transaction of business at the Annual Meeting. Abstentions and brokernon-votes (i.e., proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote shares as to a matter with respect to which the brokers or nominees do not have discretionary power to vote) are counted as present for purposes of determining the presence or absence of a quorum for the transaction of business.

At the Annual Meeting, a “FOR” vote by a majority of votes cast is required for the election of directors (Proposal 1). A “FOR” vote by a “majority of votes cast” means that the number of shares voted “FOR” exceeds the number of votes “AGAINST.” Abstentions and brokernon-votes shall not constitute votes “FOR” or votes “AGAINST” a director, and thus will have no effect on the outcome of Proposal 1. Proposals 2 3 andthrough 4 each require the affirmative “FOR” vote of the holders of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting. Abstentions and brokernon-votes will have the same effect as a vote “AGAINST” Proposals 2, 3 and 4. Proposals 5 and 6 each require the affirmative “FOR” vote of the holders of a majority of the outstanding shares of common stock present in person or represented by proxy and entitled to vote on the matter. Brokernon-votes will have no effect on the outcome of Proposals 5 and 6,2 through 4, but abstentions will have the same effect as a vote “AGAINST” each such proposal.

We will pay all expenses of this proxy solicitation. In addition to this proxy solicitation, proxies may be solicited in person or by telephone or other means (including by our directors or employees without additional compensation). We will reimburse brokerage firms and other nominees, custodians and fiduciaries for costs incurred by them in distributing proxy materials to the beneficial owners of shares held by such persons as stockholders of record.

If your shares of common stock are registered directly in your name with the Company’s transfer agent, you are considered, with respect to those shares, the stockholder of record. In accordance with rules and regulations adopted by the Securities and Exchange Commission (“SEC”), instead of mailing a printed copy of our proxy materials to each stockholder of record, we may furnish proxy materials to our stockholders on the Internet. If you received a Notice Regarding the Availability of Proxy Materials (the “Notice of Internet Availability”) by mail, you will not receive a printed copy of these proxy materials. Instead, the Notice of Internet Availability will instruct you as to how you may access and review all of the important information contained in these proxy materials. The Notice of Internet Availability also instructs you as to how you may submit your proxy on the Internet. If you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, including a proxy card, you should follow the instructions for requesting such materials included in the Notice of Internet Availability.

If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the beneficial owner of shares held in “street name,” and the Notice of Internet Availability was forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account.

If you are a participant in the Company’s 401(k) Plan and own shares of the Company’s common stock in your 401(k) Plan account as of the record date, you will receive, with respect to the number of shares held for your 401(k) Plan account as of the record date, a proxy card that will serve as a voting instruction to the trustee of the 401(k) Plan with respect to shares held for your account. Unless you vote per the proxy card is signed and returned,instructions provided therein, shares held in your 401(k) Plan account will not be voted.

SharesThis year’s Annual Meeting will be held entirely online due to the emerging public health impact of common stock held in a stockholder’s name as the stockholdercoronavirus outbreak(COVID-19) and to support the health and well-being of our employees, directors and stockholders. Stockholders of record as of the record date will be able to attend and participate in the Annual Meeting online by accessing

www.virtualshareholdermeeting.com/HSIC2020. To join the Annual Meeting, you will need to have your16-digit control number, which is included on your Notice Regarding the Availability of Proxy Materials or on your proxy card (if you received a printed copy of the proxy materials). In the event that you do not have a control number, please contact your broker, bank, or other nominee as soon as possible and no later than May 19, 2020, so that you can be provided with a control number and gain access to the meeting. Stockholders may vote electronically and submit questions online while attending the Annual Meeting.

The live audio webcast of the Annual Meeting will begin promptly at 10:00 a.m., Eastern Daylight Time. Online access to the audio webcast will open approximately thirty minutes prior to the start of the Annual Meeting to allow time for you to log in and test the computer audio system. We encourage our stockholders to access the meeting prior to the start time. If you encounter any difficulties accessing the online Annual Meeting during thecheck-in or meeting time, please call the technical support number that will be votedposted on the online Annual Meeting log in personpage atwww.virtualshareholdermeeting.com/HSIC2020.

To vote your shares at the Annual Meeting. SharesMeeting online, please visitwww.virtualshareholdermeeting.com/HSIC2020 and enter the16-digit control number included in our Notice Regarding the Availability of common stock held beneficially in street name may be voted in person onlyProxy Materials or on your proxy card (if you received a printed copy of the proxy materials).

Even if you obtain a legalplan to attend the Annual Meeting online, we recommend that you also vote by proxy fromin advance of the broker, trustee or nomineeAnnual Meeting as described herein so that holdsyour vote will be counted if you decide not to attend the Annual Meeting.

To vote your shares giving youwithout attending the right to voteAnnual Meeting online or in advance of the shares.

Annual Meeting, please follow the instructions for Internet or telephone voting contained in the Notice Regarding the Availability of Proxy Materials. Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted without attending the Annual Meeting.Meeting online. If you are a stockholder of record, you may vote by submitting a proxy electronically via the Internet, by telephone, or if you have requested a paper copy of these proxy materials, by returning the proxy card or voting instruction card. If you hold shares beneficially in street name, you may vote by submitting voting instructions to your broker, trustee or nominee. All shares represented by a valid proxy received prior to the Annual Meeting will be voted.

Whether or not you are able to attend the virtual Annual Meeting online, you are urged to complete and return your proxy or voting instructions, which are being solicited by the Company’s Board of Directors and which will be voted as you direct on your proxy or voting instructions when properly completed. In the event no directions are specified, such proxies and voting instructions will be voted “FOR” the nominees for election to the Board of Directors, “FOR” the proposal to amendamendment and restatement of the Company’s Amended and Restated Certificate of Incorporation to increase the authorized shares from 240,000,000 to 480,000,000, “FOR” the proposal to amend and restate the Company’s Amended and Restated Certificate of Incorporation to add a forum selection clause, “FOR” the proposal to amend and restate the Company’s Amended and Restated Certificate of Incorporation to incorporate certain technical, administrative and updating changes as set forth in this proxy statement,2013 Stock Incentive Plan, “FOR” thesay-on-pay proposal and “FOR” the ratification of BDO USA, LLP (“BDO USA”) as the Company’s independent registered public accountants for the fiscal year ending December 29, 201826, 2020 and in the discretion of the proxy holders as to other matters that may properly come before the Annual Meeting.

You may revoke or change your proxy or voting instructions at any time before the Annual Meeting. To revoke your proxy, send a written notice of revocation or another signed proxy with a later date to the Corporate Secretary of the Company at Henry Schein, Inc., 135 Duryea Road, Melville, New York 11747 before the beginning of the Annual Meeting. You may also automatically revoke your proxy by attending the Annual Meeting and voting in person. Attendanceonline at the meeting. Attending the Annual Meeting online without voting at such meeting will not in and of itself constitute revocation of a proxy. To revoke your voting instructions, you may also submit new voting instructions to your broker, trustee or nominee; alternatively, if you have obtainednominee. Another means to revoke your proxy or change your proxy or voting instructions is to send a legal proxy from your broker or nominee giving youwritten notice via email toinvestor@henryschein.com before the right to vote your shares, you may attendbeginning of the Annual Meeting and vote in person. All shares represented by a valid proxy received prior to the Annual Meeting will be voted.

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PROPOSAL 1

ELECTION OF DIRECTORS

The Board of Directors has approved the fifteen persons named below as nominees for election at the Annual Meeting to serve as directors until the 20192021 Annual Meeting of Stockholders and until their successors are elected and qualified. Each director will be elected by the vote of the majority of the votes cast with respect to that director’s election, where a majority“majority of the votes castcast” means that the number of shares voted “FOR” a director must exceed the number of votes cast “AGAINST” that director. Any executed proxies returned to the Company will be voted for the election of all of such persons except to the extent instructed otherwise with respect to one or more of such persons. In accordance with the Company’s retirement policy (as described herein), Donald J. Kabat will retire from the Board of Directors immediately following the Annual Meeting. Additionally, on March 15, 2018, Dr. Lawrence S. Bacow informed the Company of his intent not to stand for reelection as a director at the Annual Meeting. All of the nominees for director currently serve as directors and were elected by the stockholders at the 20172019 Annual Meeting of Stockholders except for Mses. Shira Goodman and Anne H. Margulies, each of whom was recommended by the Nominating and Governance Committee and nominated by the Board of Directors on March 16, 2018 and March 29, 2018, respectively, to serve as a director. All of the nominees have consented to be named and, if elected, to serve. In the event that any of the nominees is unable or declines to serve as a director at the time of the Annual Meeting, the proxies may be voted in the discretion of the persons acting pursuant to the proxy for the election of other nominees. Set forth below is certain information, as of April 2, 2018,March 23, 2020, concerning the nominees:

BARRY J. ALPERIN has been a director since 1996. Mr. Alperin, who is retired, served as Vice Chairman of Hasbro, Inc. from 1990 through 1995, asCo-Chief Operating Officer of Hasbro from 1989 through 1990 and as Senior Vice President or Executive Vice President of Hasbro from 1985 through 1989. He was a director of Hasbro from 1985 through 1996. Prior to joining Hasbro, Mr. Alperin practiced law in New York City for 20 years, dealing with corporate, public and private financial transactions, corporate mergers and acquisitions, compensation issues and securities law matters. The Company values Mr. Alperin’s financial expertise and his extensive experience in corporate and securities laws and corporate governance matters. Additionally, as the Company continues to grow through strategic acquisitions, the Board of Directors values Mr. Alperin’s experience leading Hasbro’s mergers and acquisitions and global expansion efforts. Mr. Alperin currently serves as a director of Fiesta Restaurantof: Jefferies Financial Group, Inc. (formerly known as Leucadia National Corporation), a diversified financial services company engaged in investment banking, capital markets, asset management and principal investing (and is ChairmanChair of its financeESG oversight committee, and a member of its audit committee, andcompensation committee, nominating and corporate governance committee and valuation oversight committee); and Jefferies Group LLC, a full service global investment banking firm and a subsidiary of Leucadia National Corporation (and is a member of its audit committee, compensation committee and corporate governance and nominating committee). Mr. Alperin is also a director of privately held corporations Weeks Marine, Inc., a privately held marine construction company, and Sterling Drive Ventures, Inc., and a general partner of Sterling Drive Ventures L.P., a holding company for the Rodan Group, an injection molder of plastic parts.company. He currently serves as a trustee of The Caramoor Center for Music and the Arts (and a member of its executive committee), President Emeritus and a Life Trustee of The Jewish Museum in New York City and is a past President of the New York Chapter of the American Jewish Committee where he also served as Chair of the audit committee of the national organization. During the past five years, Mr. Alperin served as a director of Fiesta Restaurant Group, Inc.

GERALD A. BENJAMIN has been with the Company since 1988, in his current position as Executive Vice President and Chief Administrative Officer since 2000 and a director since 1994. He is also a member of our Executive Management Committee. Prior to holding his current position, Mr. Benjamin was Senior Vice President of Administration and Customer Satisfaction from 1993 to 2000. Mr. Benjamin was Vice President of Distribution Operations from 1990 to 1992 and Director of Materials Management from 1988 to 1990. Before joining the Company in 1988, Mr. Benjamin was employed for 12 years at Estée Lauder, Inc. in various management positions, where his last position was Director of Materials Planning and Control. Mr. Benjamin brings experience to the Company’s Board of Directors in the areas of global services, human resources, operations and leadership. Mr. Benjamin directs our

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Global Services functions in North America, South America, Europe, Asia, Australia and New Zealand. These functions include all aspects of the supply chain (distribution, inventory management and transportation for over 4.53.5 million square feet of distribution space),

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human resources (for more than 22,00019,000 employees in 3431 countries), information services, customer services, security and financial operations.

STANLEY M. BERGMAN has been with the Company since 1980, including as Chairman and Chief Executive Officer since 1989 and as a director since 1982. He is also a member of our Executive Management Committee. Mr. Bergman held the position of President of the Company from 1989 to 2005. Mr. Bergman held the position of Executive Vice President from 1985 to 1989 and Vice President of Finance and Administration from 1980 to 1985. Mr. Bergman brings to the Company’s Board of Directors management and leadership experience. Mr. Bergman is a well-known, highly regarded leader in the global health care industry. He has expansive knowledge of the health care industry and macro-economic global conditions, maintains strategic relationships with chief executives and other senior management in the health care industry throughout the world and brings a unique and valuable perspective to the Board of Directors. During his tenure, Mr. Bergman has led the Company from sales of approximately $600 million in 1995 to $12.5approximately $10.0 billion in 2017.2019. Mr. Bergman serves as a board member or advisor for numerous institutions, including New York University College of Dentistry, the University of Pennsylvania School of Dental Medicine, the Columbia University Medical Center, Hebrew University, Tel Aviv University, the University of the Witwatersrand Fund, the World Economic Forum’s Health Care Governors and the Business Council for International Understanding. Mr. Bergman is also a member of the boards of numerous charitable organizations and active with philanthropic causes and social responsibility activities. Mr. Bergman is a Certified Public Accountant.

JAMES P. BRESLAWSKI has been with the Company since 1980, in his current position as Vice Chairman since March 2018, President since 2005 and as a director since 1992. He is also a member of our Executive Management Committee. Mr. Breslawski held the position of Chief Executive Officer of our Global Dental Group from 2005 to March 2018. He also held the position of Executive Vice President and President of U.S. Dental from 1990 to 2005, with primary responsibility for the North American Dental Group. Between 1980 and 1990, Mr. Breslawski held various positions with us, including Chief Financial Officer, Vice President of Finance and Administration and Corporate Controller. Mr. Breslawski partners with our senior leadership team to address corporate and strategic priorities. Mr. Breslawski brings to the Company’s Board of Directors management and leadership experience. The Board of Directors is aided by Mr. Breslawski’s understanding of the health care business and his keen business acumen, leadership ability and interpersonal skills. Mr. Breslawski has served as Chairman of the Boardboard of directors of the American Dental Trade Association, Chairman of the Boardboard of directors of the Dental Trade Alliance Foundation and President of the Dental Dealers of America. He is also a former member of the Leadership Council, School of Dental Medicine at Harvard University, a former board member of the Dental Life Network (formerly the National Foundation of Dentistry for the Handicapped), a former member of the Board of Governors for St. John’s University and a former trustee of Long Island University. Mr. Breslawski is also a Certified Public Accountant.

PAUL BRONS has been a director since 2005. Between 1994 and 2002, Mr. Brons served as an executive board member of Akzo Nobel, N.V. From 1965 to 1994, Mr. Brons held various positions with Organon International BV, including President from 1983 to 1994 and Deputy President from 1979 to 1983. From 1975 to 1979, Mr. Brons served as the General Manager of the OTC operations of Chefaro, and from 1965 to 1975 in marketing and general management functions for Organon in various Middle East and Latin American countries. Both Organon and Chefaro operated within the Akzo Nobel group. Mr. Brons brings to the Company’s Board of Directors knowledge of the human and animal health pharmaceutical industry (a part of our medical and animal health businesses) and experience with international business operations and relations. The Board of Directors is also aided by Mr. Brons’ knowledge of European business culture and his strategic focus on European health care issues. Mr. Brons was honored in 1996 by Her Majesty the Queen with the decoration of Knight of the Order of Lion of the Kingdom of the Netherlands, the country’s highest civilian order, conferred for his meritorious achievements for Akzo Nobel and other international activities.

SHIRA GOODMAN was nominated by the Board of Directors on March 16, 2018 for election ashas been a director at the Annual Meeting following recommendation by the Nominating and Governance Committee.since 2018. Ms. Goodman currently serves as an Advisory Director for Charlesbank Capital Partners, LLC. Ms. Goodman was the Chief Executive Officer of Staples, Inc. from 2016 to January 2018 (including as President and interim CEO from June 2016 to September 2016). Ms. Goodman served in roles with increasing responsibility at Staples since joining Staples in 1992, including President, North American Operations from January 2016 to June 2016, and President, North American Commercial from 2014 to June 2016. Prior to that, she served as Executive Vice President of Global Growth from 2012 to 2014, Executive Vice President of Human Resources from 2009 to 2012, Executive Vice President of Marketing from 2001 to 2009, and in various other management positions. Prior to Staples, Ms. Goodman worked at Bain & Company from 1986 to 1992, in project design, client relationships and case team management. While at Bain, Ms. Goodman championed the company’s initial business plan for itsbusiness-to-business delivery strategy. The Company values Ms. Goodman’s extensive experience in business operations, marketing, sales force management, business growth and distribution logistics. Additionally, the Board of Directors values Ms. Goodman’s knowledge of compensation and corporate governance matters. Ms. Goodman was listed in Fortune magazine’s Most Powerful Women in 2017. Ms. Goodman

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currently serves as a director of CarMax Inc. (and is Chair of its nominating and governance committee) and CBRE Group, Inc. (and is a member of its compensationaudit committee and personnelcompensation committee). During the past five years, Ms. Goodman served as a director of Staples, Inc.

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JOSEPH L. HERRING has been a director since 2016. From 2005 to 2015, Mr. Herring served as Chief Executive Officer of Covance Inc., a drug development services company, and as Chairman of the Boardboard of Directorsdirectors of Covance from 2006 until its acquisition by Laboratory Corporation of America, Inc. in 2015. Mr. Herring previously served in several executive roles with Covance, including President and Chief Operating Officer, President of Early Development Services and Corporate Vice President and General Manager for its North American Preclinical Operations. Prior to joining Covance, Mr. Herring held a variety of senior leadership positions with Caremark International and American Hospital Supply Corporation over the course of his 19 years with the combined companies. The Company’s Board of Directors values Mr. Herring’s more than 35 years of experience in the healthcare industry. Mr. Herring also brings to the Company’s Board of Directors comprehensive knowledge in pharmaceuticals, management, sales and corporate governance matters. Mr. Herring currently servesformerly served on the nonprofit board for University Medical Center of Princeton and previously served on the board of the Association of Clinical Research Organizations, of which he served as chairman.Chairman. During the past five years, Mr. Herring served as a director of Covance Inc. and Team Health Holdings Inc.

KURT P. KUEHNhas been a director since 2016. He is also a member of our Technology Advisory Board. Mr. Kuehn was Chief Financial Officer of United Parcel Service, Inc. (“UPS”), a global leader in logistics, from 2008 until 2015. Prior to his appointment as CFO, Mr. Kuehn was Senior Vice President Worldwide Sales and Marketing, leading the transformation of the sales organization to improve the global customer experience. Mr. Kuehn was UPS’sUPS’ first Vice President of Investor Relations, taking the company public in 1999 in one of the largest IPOs in U.S. history. Since he joined UPS as a driver in 1977, Mr. Kuehn’s UPS career included leadership roles in sales and marketing, engineering, operations and strategic cost planning. He was also a member of UPS’ corporate sustainability steering committee, sponsored UPS’ first sustainability report and supported the sustainability activities of UPS for over 10 years. Mr. Kuehn is also a director at NCR Corporation (and is Chair of its audit committee and a member of its executive committee). Mr. Kuehn’s term as a director of NCR Corporation is set to expire on the date of its annual meeting of stockholders, currently scheduled for April 21, 2020, and he is not standing forre-election. Mr. Kuehn brings to the Company’s Board of Directors extensive experience with distribution logistics, and as the CFO of UPS for eight years, comprehensive knowledge in corporate finance and accounting. Additionally, the Board of Directors values Mr. Kuehn’s insights in strategic cost planning, corporate social responsibility and the needs of global customers. Mr. Kuehn was awarded the 2015 E3 Lifetime Service Award for sustainability support by the Metro Atlanta Chamber and the 2013 C.K. Prahalad Award for Global Business Sustainability Leadership from the Corporate Eco Forum. Additionally, Mr. Kuehn has published several articles on sustainability in various journals includingco-authoring an article on the financial case for sustainability titled Sustainability a CFO Can Love (published in the Harvard Business Review). Mr. Kuehn is currently an active member of the Standards Board of the Sustainability Accounting Standards Board (SASB).

PHILIP A. LASKAWY has been a director since 2002 and has served as our Lead Director since 2012. Mr. Laskawy joined the accounting firm of Ernst & Young LLP (now known as EY LLP) in 1961 and served as a partner in the firm from 1971 to 2001, when he retired. Mr. Laskawy served in various senior management positions at Ernst & Young, including Chairman and Chief Executive Officer, to which he was appointed in 1994. Mr. Laskawy currently serves onas Chairman of the Boardboard of Directorsdirectors of Covetrus, Inc. (and is Chairman of its nominating and governance committee). He is also a member of the board of directors of Lazard Ltd. (and is Chairman of its audit committee and is a member of its compensation committee) and Loews Corporation (and is a member of its audit committee). As a Certified Public Accountant with over 50 years of experience, Mr. Laskawy brings to the Company’s Board of Directors exceptional skills in corporate finance and accounting, corporate governance, compliance, disclosure and international business conduct. Mr. Laskawy served on the American Institute of Certified Public Accountants to review and update rules regarding auditor independence. In 2006 and 2007, he served as Chairman and Vice Chairman of the International Accounting Standards Committee Foundation, which was created by the Securities and Exchange Commission and sets accounting standards in more than 100 countries, and he served as a member of the 1999 Blue Ribbon Committee on Improving the Effectiveness of Corporate Audit Committees. During the past five years, Mr. Laskawy served onis the Board of Directors of General Motors Corporation and was theformerNon-Executive Chairman of Federal National Mortgage Association (Fannie Mae).

ANNE H. MARGULIESwas nominated by the Board of Directors on March 29, 2018 for election ashas been a director at the Annual Meeting following recommendation by the Nominating and Governance Committee.since 2018. She is also a member of our Technology Advisory Board. Ms. Margulies has been the Vice President and Chief Information Officer for Harvard University since 2010. She is responsible for information technology strategy, policies and services for the university. Prior to that, she was the Assistant Secretary for Information Technology and Chief Information Officer for the Commonwealth of Massachusetts from 2007 to 2010, responsible for the strategy, policies and overall management of information technology across the state’s government. With information technology playing an increasingly important role in the Company’s business, the Board of Directors values Ms. Margulies’ more than 35 years of information security expertise (including cyber-security)cybersecurity) and strategic information technology leadership. Ms. Margulies has been a member of the Massachusetts Technology Collaborative Board since 2012. In 2015, Ms. Margulies was named 2015 Boston CIO Leader of the Year by the Boston Business Journal along with the Boston CIO Leadership Association, and in 2017, she was named by IDG Enterprises to the 2017 CIO Hall of Fame in CIO Magazine.Magazine, and in 2019, she was awarded an honorary Doctorate in engineering from the Universitat Politecnica de Valencia.

MARK E. MLOTEK has been with the Company since 1994, in his current position as Executive Vice President and Chief Strategic Officer since 2012 and as a director since 1995. He is also a member of our Executive Management Committee. Mr. Mlotek

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was Senior Vice President and subsequently Executive Vice President of the Corporate Business Development Group between 2000 and 2012. Prior to that, Mr. Mlotek was Vice President, General Counsel and Secretary from 1994 to 1999. Prior to joining the Company, from 1989 to 1994, Mr. Mlotek was a partner in the law firm of Proskauer Rose LLP, the Company’s principal law firm and one of the largest firms in the nation, specializing in mergers and acquisitions, corporate reorganizations and tax law. As the Company continues to grow through strategic acquisitions, the Board of Directors values Mr. Mlotek’s extensive legal, merger and

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acquisition and business development experience as well as his drive for innovation and his entrepreneurial spirit. Mr. Mlotek also manages the Company’s important supplier partnership arrangements and global strategic planning function.

STEVEN PALADINO has been with the Company since 1987, in his current position as Executive Vice President and Chief Financial Officer since 2000 and as a director since 1992. He is also a member of our Executive Management Committee. Prior to holding his current position, from 1993 to 2000, Mr. Paladino was Senior Vice President and Chief Financial Officer, from 1990 to 1992, he served as Vice President and Treasurer and, from 1987 to 1990, he served as Corporate Controller. Before joining us, Mr. Paladino was employed as a Certified Public Accountant for seven years, most recently with the international accounting firm of BDO Seidman LLP (now known as BDO USA, LLP). Mr. Paladino brings to the Company’s Board of Directors extensive financial, accounting and industry expertise and a strong, credible reputation within the financial industry. Mr. Paladino’s responsibilities with the Company include the corporate oversight and strategic direction of business units as well as direct responsibility for corporate financial services. These corporate financial services include financial reporting, financial planning, treasury, investor relations, internal audit and taxation. Mr. Paladino also has responsibility for Henry Schein Financial Services (which provides financial business solutions to our customers) and also works with the Corporate Business Development Group on mergers and acquisition activities. Mr. Paladino’s skills in corporate finance and accounting, the depth and breadth of his exposure to complex financial issues and his long-standing relationships with the financial community are valued by the Board of Directors.Mr. Paladino currently serves on the Boardboard of Directorsdirectors of MSC Industrial Direct Co., Inc. (and is a member of its audit committee and compensation committee) and Covetrus, Inc. (and is a member of its strategy committee).

CAROL RAPHAEL has been a director since 2012. Ms. Raphael currently serves as a Senior Advisor for Manatt Health Solutions, the interdisciplinary policy and business advisory division of Manatt, Phelps & Phillips, L.L.P., a leading law firm in the United States. Ms. Raphael served as the President and Chief Executive Officer of the Visiting Nurse Service of New York from 1989 to 2011. Prior to the Visiting Nurse Service of New York, Ms. Raphael held executive positions at Mt. Sinai Medical Center and in New York City government. Ms. Raphael has served on the Federal Bipartisan Commission on Long Term Care, the Medicare Payment Advisory Commission (MedPAC), the New York State Medicaid Redesign Team and was an Advanced Leadership Fellow at Harvard University. She is the Chair of the Boardboard of the Long Term Quality Alliance and a board member of the New York eHealth Collaborative, which is implementing a statewide, standardized platform for the exchange of health information. She chairedalso was the National Quality Forum’s Post-Acute, Long Term CareChair of the national AARP board and Hospice Workgroup, which brought together stakeholders to recommend quality measures as federal programs move to public reporting and value based purchasing. She wasco-chair of its Attribution Committee and a member of itsAll-Cause Admissions and Readmissions Standing Committee. She alsoco-chaired the West Health Advisory Council on Emergency Department to Home-Based Healthcare. As a nationally recognized industry leader, Ms. Raphael brings to the Company’s Board of Directors extensive knowledge and experience in health policy, economics, management, clinical services, home healthcare and new models of integrated care (particularly for chronically ill and long term care populations). Ms. Raphael’s strategic insights into the health care needs of an aging population and her invaluable experience advancing the adoption of health information technology is valued by the Company, especially in connection with its strategic plan for growth and innovative solutions. Ms. Raphael currently serves on severalnon-profit boards includingincluding: the Primary Care Development Corporation,Corporation; the Medicare Rights Center,Center; the SCAN Foundation,Foundation; the Commonwealth Care AllianceAlliance; and in 2016 completed her term as Chairthe Kaiser Permanente School of the national AARP board.Medicine. Ms. Raphael is also a member of several advisory boards, including the Harvard T.H. Chan School of Public Health’s Policy and Management Executive Council, the New York CityAge-Friendly Commission, the New York State Quality Advisory Committee and Honor Technology, Inc.’s Advisory Board. Ms. Raphaelco-edited the book “Home Based Care for a New Century”, was a Visiting Fellow at the King’s Fund in the United Kingdom and was listed in Crain’s New York Business 50 Most Powerful Women in 2009. Ms. Raphael is currently a member of theThe RAND Corporation’s RAND Health Advisory Board.Board of Advisors.

E. DIANNE REKOW, DDS, PH.D.has been a director since 2014. Dr. Rekow was Dean of the Dental Instituteis Professor Emirates and Fellow at King’s College London, where she previously served as Executive Dean of its Dental Institute and Professor of Orthodontics from(from 2012 through 2016.2016). From 2002 to 2012, Dr. Rekow was a Professor of Orthodontics at New York University (NYU), during which time she was Senior Vice Provost of Engineering Technology at NYU (from 2008 to 2012) and was Provost of Polytechnic Institute of NYU (from 2009 to 2012). Dr. Rekow has been President of both the International Association for Dental Research and the American Association of Dental Research and, from 2000 to 2011, was an American Dental Association Consultant to the Council on Scientific Affairs.Research. In 2012, she was elected to the Faculty of Dental Surgery of the Royal College of Surgeons (England). Dr. Rekow is an internationally known authority on the performance of new materials and products for use in aesthetic and restorative dentistry and was one of the early pioneers in digital dentistry, capitalizing on her engineering education and industry experience. Dr. Rekow’s team has also carried out research into the use ofbio-engineered tissue to facilitate bone replacement in people who have been disfigured by disease or developmental defects. Dr. Rekow holds a number of patents in the dental field and is the author of, or contributor to, more than one hundred publications. Dr. Rekow brings to the Company’s Board of Directors extensive experience with dental product development and knowledge of innovative clinical dental practices. Additionally, the Board of Directors values Dr. Rekow’s insights into the needs of future dental practitioners and the global dental industry.

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BRADLEY T. SHEARES,PH.D. has been a director since 2010. Dr. Sheares served as Chief Executive Officer of Reliant Pharmaceuticals, Inc., from January 2007 through its acquisition by GlaxoSmithKline plc in December 2007. Prior to joining Reliant, from 2001 until 2006, Dr. Sheares served as President of U.S. Human Health for Merck & Co. As a member of Merck’s management committee, Dr. Sheares had responsibility for formulating global business strategies, operations management and the development and implementation of corporate policies. He is also a director of Honeywell International (and is a member of its management development and compensation committee and retirement plan committee) and is a director and Chairman of the compensation committee of The Progressive Corporation. As the former Chief Executive Officer of Reliant Pharmaceuticals and with 20 years in the pharmaceutical industry, (part of our medical and animal health businesses), Dr. Sheares brings to the Company’s Board of Directors extensive health care knowledge and experience in sales, marketing, brand management, research and development, complex regulatory and legal issues, risk management and mergers and acquisitions. As a director of other public companies, Dr. Sheares has been involved in succession planning, compensation, employee management and the evaluation of acquisition opportunities. During the past five years, Dr. Sheares served as a director of Covance Inc., Honeywell International, Inc. and The Progressive Corporation.

Each director will be elected by the vote of the majority of the votes cast with respect to that director’s election, where a majority“majority of the votes castcast” means that the number of shares voted “FOR” a director must exceed the number of votes cast “AGAINST” that director.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSED NOMINEES FOR DIRECTOR.

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CORPORATE GOVERNANCE

Board of Directors Meetings and Committees

During the fiscal year ended December 30, 201728, 2019 (“fiscal 2017”2019”), the Board of Directors held eightten meetings. The Board of Directors has anthe following committees: Audit Committee,Committee; Compensation Committee,Committee; Nominating and Governance CommitteeCommittee; Strategic Advisory Committee; and a Strategic AdvisoryRegulatory, Compliance and Cybersecurity Committee. During fiscal 2017,2019, (i) the Audit Committee held sixeight meetings, (ii) the Compensation Committee held eightsix meetings, (iii) the Nominating and Governance Committee held two meetings, and(iv) the Strategic Advisory Committee held twosix meetings and (v) the Regulatory, Compliance and Cybersecurity Committee held five meetings. During fiscal 2017,2019, each director attended at least 75% of the meetings of the Board of Directors and 100% of the meetings of the committees on which such directors served.Each of the committees of the Board of Directors acts pursuant to a separate written charter adopted by the Board of Directors.

Independent Directors

The Board of Directors has affirmatively determined that Messrs. Alperin, Brons, Herring, Kabat, Kuehn and Laskawy, Mses. Goodman, Margulies and Raphael and Drs. Bacow, Rekow and Sheares are “independent,” as defined under Rule 5605(a)(2) of The Nasdaq Stock Market (“Nasdaq”).

IndependentThe Company’s independent directors, as defined under Nasdaq’s Rule 5605(a)(2), meet at regularly scheduled executive sessions without members of Company management present.

Audit Committee

The Audit Committee currently consists of Messrs. KabatKuehn (Chairperson), Alperin Kuehn and Laskawy.Laskawy and Ms. Margulies. All of the members of the Audit Committee are independent directors as defined under Nasdaq’s Rules 5605(a)(2) and 5605(c)(2)(A). The Board of Directors has determined that each of the members of the Audit CommitteeMessrs. Kuehn, Alperin and Laskawy is an “audit committee financial expert,” as defined under the rules of the SEC and, as such, each satisfy the requirements of Nasdaq’s Rule 5605(c)(2)(A). ItThe Audit Committee operates under a charter available on our Internet website atwww.henryschein.com, under the “Our Company—Corporate Governance” caption.

The purpose of the Audit Committee is the current intention ofto assist the Board of Directors by overseeing the Company’s accounting and financial reporting processes and the audits and integrity of the Company’s financial statements. In addition to appoint Mr. Kuehn,overseeing those aspects of risk management and legal and regulatory compliance monitoring processes which may impact the Company’s financial reporting (including financial accounting and reporting risks, as the Chairperson ofwell as cybersecurity risks), the Audit Committee effective upon Mr. Kabat’s retirement from the Board following the Annual Meeting.

reviews conflict of interest and related party transactions. The Audit Committee oversees (i) our accounting and financial reporting processes, (ii) our audits and (iii) the integrity of our financial statements on behalf of the Board of Directors, including the review of our consolidated financial statements and the adequacy of our internal controls. In fulfilling its responsibility, the Audit Committee has direct and sole responsibility, subject to stockholder approval, for the appointment, compensation, oversight and termination of the independent registered public accounting firm for the purpose of preparing or issuing an audit report or related work. Additionally, the Audit Committee oversees those aspects of risk management and legal and regulatory compliance monitoring processes, which may impact our financial reporting (including financial accounting and reporting risks, as well as cyber-security risks) and reviews conflict of interest and related party transactions. The Audit Committee has the authority to retain, terminate and set the terms of its relationship with any outside advisors who assist the committee in carrying out its responsibilities. The Audit Committee meets at least four times each year and periodically meets separately with management, internal auditors and the independent registered public accounting firm to discuss the results of their audit or review of the Company’s consolidated financial statements, their evaluation of our internal controls, the overall quality of the Company’s financial reporting, our critical accounting policies and to review and approve any related party transactions (as defined by applicable regulations). We maintain procedures for the receipt, retention and the handling of complaints, which the Audit Committee established.

Compensation Committee

The AuditCompensation Committee currently consists of Messrs. Alperin (Chairperson) and Herring and Dr. Sheares. All of the members of the Compensation Committee are independent directors as defined under Nasdaq’s Rules 5605(a)(2) and 5605(d)(2)(A),“non-employee directors” as defined under the SEC’s rules and “outside directors” as defined under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), as in effect prior to the enactment of the Tax Cuts and Jobs Act (“TCJA”). The Compensation Committee operates under a charter available on our Internet website atwww.henryschein.com, under the “Our Company—Corporate Governance” caption.

The Regulatory Compliance Advisory Board, a subcommitteepurpose of the AuditCompensation Committee was officially established in February 2017is to advise members of the senior management team overseeingevaluate and approve the Company’s regulatorycompensation and related compliance processes,benefit plans, policies and advise and make recommendations to the Audit Committee regarding regulatory and compliance matters which may impact the Company’s financial reporting. The Regulatory Compliance Advisory Board currently consists of Messrs. Herring, Kabat and Kuehn and Ms. Raphael. The primary responsibilities of the Regulatory Compliance Advisory Board are to: (i) provide guidance relating to the Company’s regulatory compliance programs and serve as a sounding board for the strategic decisions, issues, challenges and opportunities relating to regulatory compliance; (ii) provide expertise to guide assessment and monitoring of Company-wide regulatory compliance budgeting, spending and capital investment; (iii) assist in oversight of the Company’s regulatory compliance programs by monitoring the progress and status thereof; (iv) review and evaluate major regulatory compliance initiatives to identify emerging and future opportunities for synergy or to leverage regulatory investment more effectively and cost efficiently; and (v) advise the Company and its senior management to better discharge their responsibilities described above and to continuously improve the Company’s regulatory compliance programs.

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Compensation Committee

The Compensation Committee currently consists of Messrs. Alperin (Chairperson) and Kabat and Drs. Bacow and Sheares. The Compensation Committee reviews and approves (i) all incentive and equity-based compensation plans in which officers, employees, directors or employeesother service providers may participate, (ii) the Company’s employee and executive benefits plans, and

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all related policies, programs and practices and (iii) arrangements with executive officers relating to their employment relationships with the Company, including, without limitation, employment agreements, severance agreements, supplemental pension or savings arrangements, change in control agreements and restrictive covenants. In addition, the Compensation Committee has overall responsibility for evaluating and approving the Company’s compensation and benefit plans, policies and programs. Each member of theThe Compensation Committee is an independent directoralso responsible, as defined under Nasdaq’s Rules 5605(a)(2)delegated by the Board of Directors, for reviewing and 5605(d)(2)(A),“non-employee director” as defined underapproving the SEC’s rulescompensation philosophy, strategy, program design, and “outside director” as defined under Section 162(m)administrative practices to align with, and support the Company’s operating and financial objectives and the financial interests of the Internal Revenue Code of 1986, as amended (the “Code”). The Compensation Committee may form subcommittees, consisting of members of the Committee, and delegate authority to such subcommittees as it deems appropriate. The Compensation Committee operates under a charter available on our Internet website atwww.henryschein.com, under the “Our Company—Corporate Governance” caption.Company’s stockholders.

Use of Outside Advisors

In making its determinations with respect to executive compensation, the Compensation Committee has historically engaged the services of an independent compensation consultant, Pearl Meyer & Partners (“Pearl Meyer”). Pearl Meyer has also assisted the Compensation Committee with several special projects, including advice on director compensation. Pearl Meyer does no other work for the Company.

The Compensation Committee retains Pearl Meyer directly, and Pearl Meyer reports directly to the Compensation Committee. However, in carrying out its assignments and during the course of providing services to the Compensation Committee, Pearl Meyer may interact with Company management when necessary and appropriate in order to obtain relevant compensation and performance data for the executives and the Company. In addition, Pearl Meyer may seek input and feedback from Company management regarding Pearl Meyer’s work product and analysis prior to presenting such information to the Compensation Committee in order to confirm Pearl Meyer’s understanding of the Company’s business strategy or identify data questions or other similar issues, if any.

The Compensation Committee, with the assistance and independent advice from Pearl Meyer, annually reviews competitive compensation data prepared by Willis Towers Watson, a professional services/human resources consulting company which provides a number of services to the Company.

The Compensation Committee has the authority to retain, terminate and set the terms of its relationship with any outside advisors who assist the committee in carrying out its responsibilities.

Nominating and Governance Committee

The Nominating and Governance Committee currently consists of Messrs. Laskawy (Chairperson) and Alperin, Dr. Sheares and Drs. BacowMs. Goodman. All of the members of the Nominating and Sheares. Governance Committee are independent directors as defined under Nasdaq’s Rule 5605(a)(2). The Nominating and Governance Committee operates under a charter available on the Company’s Internet website atwww.henryschein.com, under the “Our Company—Corporate Governance” caption.

The purpose of the Nominating and Governance Committee is to identifyassist the Board of Directors by identifying individuals qualified to become Board of Directors members, recommend to the Board of Directors the persons to be nominated by the Board of Directors for election as directors at the annual meeting of stockholders, determine the criteria for selecting new directors and oversee the evaluation of the Board of Directors. In addition, the Nominating and Governance Committee reviews and reassesses our corporate governance procedures and practices and recommends any proposed changes to the Board of Directors for its consideration. The Nominating and Governance Committee hasIn December 2019, the authority to retain, terminate and set the termsBoard of its relationship with any outside advisors who assist the committee in carrying out its responsibilities. All of the members ofDirectors amended the Nominating and Governance Committee are independent directors as defined under Nasdaq’s Rule 5605(a)(2). The NominatingCommittee’s charter to add oversight of the structure and Governance Committee operates under a charter available onperformance of the Company’s Internet website atwww.henryschein.com, underenvironmental, social and governance activities to advance the “Our Company—Corporate Governance” caption.interest of the Company’s stakeholders and may recommend proposed changes to such structure and activities to the Board of Directors for its consideration.

The Nominating and Governance Committee will consider for nomination to the Board of Directors candidates suggested by stockholders, provided that such recommendations are delivered to the Company in the manner described under “Stockholder Communications” below, together with the information required to be filed in a proxy statement with the SEC regarding director nominees and each such nominee’s consent to serve as a director if elected, no later than the deadline for submission of stockholder proposals. Our policy is to consider nominations to the Board of Directors from stockholders who comply with the procedures set forth in the Company’s Second Amended and Restated Certificate of Incorporation, as amended,By-laws for nominations at the Company’s Annual Meeting of Stockholders and to consider such nominations using the same criteria it applies to evaluate nominees recommended by other sources. To date, we have not received any recommendations from stockholders requesting that the Nominating and

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Governance Committee consider a candidate for inclusion among the Committee’scommittee’s slate of nominees in the Company’s proxy statement.

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In evaluating director nominees, the Nominating and Governance Committee currently considers the following factors:

The Nominating and Governance Committee, in accordance with its charter, seeks to create a Board of Directors that is strong in its collective knowledge and has a diversity of not only skills and experience, but also diversity in gender, culture and geography. The Nominating and Governance Committee assesses the effectiveness of its diversity and other policies by annually reviewing the nominees for director to the Company’s Board of Directors to determine if such nominees satisfy the Company’s then-current needs. The Nominating and Governance Committee may also consider such other factors that it deems are in the best interests of the Company and its stockholders. The Nominating and Governance Committee determined that the nominees for election at the Annual Meeting to serve as directors satisfy the Company’s current needs as well as regulatory requirements.

The Nominating and Governance Committee identifies nominees by evaluating the current members of the Board of Directors willing and eligible to continue in service. Current members of the Board of Directors with skills and experience that are relevant to the Company’s business and who are willing and eligible to continue in service are considered for a recommendation tore-nominate, balancing the value of continuity of service by existing members of the Board of Directors with that of obtaining a new perspective. If any member of the Board of Directors does not wish to continue in service or if the Nominating and Governance Committee or the Board of Directors decides not tore-nominate a member forre-election, the Nominating and Governance Committee identifies the desired skills and experience of a new nominee, and discusses with the Board of Directors suggestions as to individuals that meet the criteria. In addition, the Nominating and Governance Committee has the authority to retain third party search firms to evaluate or assist in identifying or evaluating potential nominees.

With the goal of increasing the effectiveness of the Board of Directors and its relationship to management, the Nominating and Governance Committee evaluates the performance of the Board of Directors as a whole. The evaluation process, which occurs at least annually, includes a survey of the individual views of all directors, which are then shared with the full Board of Directors. In addition, each of the committees of the Board of Directors performs a similar annual self-evaluation.

Strategic Advisory Committee

The Strategic Advisory Committee currently consists of Dr. Sheares (Chairperson) and Rekow, (Chairperson), Messrs. Brons and Herring, and Laskawy, Ms. RaphaelMses. Goodman and Drs. Bacow and Sheares. The purpose of the Strategic Advisory Committee is to provide advice to the Board of Directors and to our management regarding the monitoring and implementation of our corporate strategic plan, as well as general strategic planning.Raphael. All of the current members of the Strategic Advisory Committee are independent directors as defined under Nasdaq’s Rule 5605(a)(2). The Strategic Advisory Committee operates under a charter available on our Internet website atwww.henryschein.com, under the “Our Company—Corporate Governance” caption.

The purpose of the Strategic Advisory Committee is to provide advice to the Board of Directors and to our management regarding the monitoring and implementation of our corporate strategic plan, as well as general strategic planning.    

Regulatory, Compliance and Cybersecurity Committee

The Regulatory, Compliance and Cybersecurity Committee currently consists of Messrs. Herring (Chairperson) and Kuehn, and Mses. Margulies and Raphael. All of the current members of the Regulatory, Compliance and Cybersecurity Committee are independent directors as defined under Nasdaq’s Rule 5605(a)(2). The Regulatory, Compliance and Cybersecurity Committee operates under a charter available on the Company’s Internet website atwww.henryschein.com, under the “Our Company—Corporate Governance” caption.

The purpose of the Regulatory, Compliance and Cybersecurity Committee is to assist the Board of Directors by providing guidance to, and oversight of, the Company’s senior management responsible for assessing and managing Company-wide regulatory, corporate compliance and cybersecurity risk management programs. The primary responsibilities of the Regulatory, Compliance and Cybersecurity Committee are to (i) serve as a sounding board for the strategic decisions, issues, challenges and opportunities relating thereto, (ii) provide expertise to guide assessment and monitoring of Company-wide regulatory, corporate compliance and cybersecurity risk management budgeting, spending and capital investment, (iii) monitor progress and status of the Company’s regulatory, corporate compliance and cybersecurity risk management programs, (iv) review and evaluate major regulatory, corporate

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compliance and cybersecurity risk management initiatives to identify emerging and future opportunities for synergy or to leverage regulatory, corporate compliance and cybersecurity risk management investments more effectively and cost efficiently, (v) report to the Audit Committee on regulatory, corporate compliance and cybersecurity risk management matters reviewed by the Regulatory, Compliance and Cybersecurity Committee that may impact the Company’s financial reporting and (vi) be generally available to, and communicate with, the Company’s senior management, and to inform the Board of Directors in the areas described above.

Board of Directors’ Leadership Structure

Since 1989, the Company has employed a traditional board leadership model, with our Chief Executive Officer also serving as Chairman of our Board of Directors. We believe this traditional leadership structure benefits our Company. A combined Chairman/CEO role helps provide strong, unified leadership for our management team and Board of Directors. Our customers, stockholders, suppliers and other business partners have always viewed our Chairman/CEO as a visionary leader in our industry, and we believe that having a single leader for the Company is good for our business.

We also believe that strong, independent Board of Director leadership is a critical aspect of effective corporate governance. Accordingly, in 2012, the Board of Directors amended the Company’s Corporate Governance Guidelines and designated Mr. Laskawy to serve as Lead Director. As specified in our Corporate Governance Guidelines the role and duties of the Lead Director include:

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(See “Corporate Governance Guidelines” set forth below.)

We believe that a single leader serving as Chairman and Chief Executive Officer, together with an experienced Lead Director, is the best governance model for our Company and our stockholders.

Our Board of Directors’ committees, each with a separate Chairperson, are the: Audit Committee; Compensation Committee; Nominating and Governance Committee; Strategic Advisory Committee; and Regulatory, Compliance and Cybersecurity Committee. Each of the Audit Committee, Compensation Committee and Nominating and Governance Committee is comprised solely of independent directors, and each with a separate Chairperson, are the Audit, Compensation, Nominating and Governance and Strategic Advisory Committees. The Audit Committee oversees the accounting and financial reporting processes, legal and compliance matters relating to financial reporting and the Company’s risk management processes. The Compensation Committee oversees the annual performance evaluation of our Chairman/CEO and senior management. The Nominating and Governance Committee monitors matters such as the composition of the Board of Directors and its committees, Board performance and “best practices” in corporate governance and is also responsible for overseeing succession planning. The Strategic Advisory Committee oversees and monitors the implementationRegulatory, Compliance and Cybersecurity Committee is currently comprised solely of our corporate strategic plan as well as general strategic planning.independent directors.

Our directors bring a broad range of leadership experience to the boardroom and regularly contribute to the thoughtful discussion involved in effectively overseeing the business and affairs of the Company. The atmosphere of our Board of Directors is collegial, all Board members are well engaged in their responsibilities, and all Board members express their views and consider the opinions expressed by other directors. We do not believe that appointing an independent Board Chairman would improve the performance of the Board of Directors.

The Board of Directors is responsible for selecting the Chairman/CEO. The Chairman/CEO establishes the agenda for each meeting of the Board of Directors (in coordination with the Chairperson of the Nominating and Governance Committee/Lead Director) and presides at Board of Directors’ and stockholders’ meetings. The Chairperson of the Nominating and Governance Committee/Lead Director takes input from the other independent directors when setting the agenda for the independent sessions.

On an annual basis, as part of our governance review and succession planning, the Nominating and Governance Committee evaluates our leadership structure to ensure that it remains the optimal structure for our Company and our stockholders. We recognize that different board of directors’ leadership structures may be appropriate for companies with different histories and cultures, as well as companies with varying sizes and performance characteristics. We believe our current leadership structure—where our Chief Executive Officer serves as Chairman of the Board of Directors, our Board of Directors is comprised of experienced independent directors, including a Lead Director, our Board of Directors’ committees are comprised solely of independent directors and our independent directors hold regular meetings in executive session—is most appropriate and remains the optimal structure for our Company and our stockholders and has contributed to our Company’s compounded growth rates for sales and net income since becoming a public company in 1995.

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Board of Directors’ Role in Oversight of Risk

Risk oversight is provided by a combination of our full Board of Directors and by the Board’s committees and subcommittees (Audit, Compensation, Nominating and Governance and Strategic Advisory Committees, eachBoard of which is made up entirely of independent directors, and the Regulatory Compliance Advisory Board, a subcommittee of the Audit Committee).Directors’ committees. The Audit Committee takes the lead risk oversight role, focusing primarily on risk management related to monitoring and controlling the Company’s financial risks (i.e., the Committee overseesoverseeing those aspects of risk management and legal and regulatory compliance monitoring processes which may impact the Company’s financial reporting)reporting, including financial accounting and reporting risks, as well as cyber-security risks. In February 2017, the Regulatory Compliance Advisory Board, a subcommittee of the Audit Committee, was officially established to advise members of the senior management team overseeing the Company’s regulatory and related compliance processes, and advise and make recommendations to the Audit Committee regarding such matters.cybersecurity risks). The Compensation Committee focuses primarily on human capital matters such as executive compensation plans and executive agreements.agreements and evaluates whether the Company’s compensation policies and practices for its executive officers and other employees of the Company create risks that are reasonably likely to have a material adverse effect on the Company. The Nominating and Governance Committee focuses primarily on succession planning, director nomination criteria and candidate identification, as well as on evaluation of our corporate governance procedures and practices including performance evaluation of our Board of Directors and executive management. The Strategic Advisory Committee focuses primarily on the Company’s strategic and business development plans including the risks associated with those plans. The Regulatory, Compliance and Cybersecurity Committee focuses primarily on risks related to regulatory, corporate compliance and cybersecurity matters.

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The Company’s Executive Management Committee is responsible for oversight and active management of material risks to the Company (including, without limitation, strategic, development, business, operational, human, financial and regulatory risks) as an integral part of the Company’s business planning, succession planning and management processes. Members of the management team provide quarterlyperiodic reports to the Audit Committee, and/orCompensation Committee and the Regulatory, Compliance Advisory Board (a subcommittee of the Audit Committee)and Cybersecurity Committee on select risk management topics and the Chairperson of the Audit Committeeeach respective committee reports, as appropriate, on these topics to the full Board of Directors.

The Company’s management has a longstanding commitment to employing and imbedding sound risk management practices and disciplines into its business planning and management processes throughout the Company to better enable achievement of the Company’s strategic, business, operational, financial and compliance objectives as well as to achieve and maintain a competitive advantage in the marketplace.

Stockholder Communications

Stockholders who wish to communicate with the Board of Directors may do so by writing to the Corporate Secretary of theemailinginvestor@henryschein.com. The Company at Henry Schein, Inc., 135 Duryea Road, Melville, New York 11747. The office of the Corporate Secretary will receive the correspondence and forward it to the Chairperson of the Nominating and Governance Committee/Lead Director or to any individual director or directors to whom the communication is directed, unless the communication is unduly hostile, threatening, illegal, does not reasonably relate to the Company or its business or is similarly inappropriate.

Our policy is to encourage the members of our Board of Directors to attend the Annual Meeting of Stockholders, and other than Mr. Breslawski, all of the directors attended the 20172019 Annual Meeting of Stockholders.

Corporate Governance Guidelines

The Board of Directors has adopted Corporate Governance Guidelines, a copy of which is available on our Internet website atwww.henryschein.com, under the “Our Company—Corporate Governance” caption. Our Corporate Governance Guidelines address topics such as (i) role of the Board of Directors, (ii) director responsibilities, (iii) Board of Directors’ composition, (iv) definition of independence, (v) lead director, (vi) committees, (vii) selection of Board of Directors nominees, (viii) orientation and continuing education of directors, (ix) executive sessions of independent directors, (x) management development and succession planning, (xi) Board of Directors’ compensation, (xii) attendance of directors at the Annual Meeting of Stockholders, (xiii) Board of Directors access to management and independent advisors, (xiv) annual evaluation of Board of Directors and committees, (xv) submission of director resignations and (xvi) communications with the Board of Directors.

Among other things, the Company’s Corporate Governance Guidelines provide that it is the Board of Directors’ policy to periodically review issues related to the selection and performance of the Chief Executive Officer. At least annually, the Chief Executive Officer must report to the Board of Directors on the Company’s program for management development and on succession planning. In addition, the Board of Directors and Chief Executive Officer shall periodically discuss the Chief Executive Officer’s recommendations as to a successor in the event of the sudden resignation, retirement or disability of the Chief Executive Officer.

The Company’s Corporate Governance Guidelines also provide that it is the Board of Directors’ policy that, in light of the increased oversight and regulatory demands facing directors, directors must be able to devote sufficient time to carrying out their duties and responsibilities effectively.

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Code of Ethics

In addition to our Worldwide Business Standards applicable to all employees, we have adopted a Code of Ethics for Senior Financial Officers that applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Controller (if any) and Vice President of Corporate Finance,, or persons performing similar functions. The Code of Ethics is posted on our Internet website atwww.henryschein.com, under the “Our Company—Corporate Governance” caption. We will disclose on our website any amendment to, or waiver of, a provision of the Code of Ethics for Senior Financial Officers, or persons performing similar functions.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents certain information regarding beneficial ownership of our common stock (excluding unvested restricted stock units) as of April 2, 2018March 23, 2020 (unless otherwise noted below) by (i) each person we know is the beneficial owner of more than 5% of the outstanding shares of common stock, (ii) each director of the Company, (iii) each nominee for director of the Company, (iv) our Chief Executive Officer, our Chief Financial Officer, and each of the other three most highly paid executive officers serving as of December 30, 201728, 2019 (the “Named Executive Officers”), and (v) all directors and executive officers as a group.

* Represents less than 0.5%.

¹ Unless otherwise indicated, the address for each person is c/o Henry Schein, Inc., 135 Duryea Road, Melville, New York 11747.

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² Represents (i) 36,12446,014 shares owned directly and over which Mr. Alperin has sole voting and dispositive power and (ii) 9,99912,662 shares held in Mr. Alperin’s Non-Employee Director Deferred Compensation Plan account and (iii) 4,840 restricted stock units that vested but, per Mr. Alperin’s election, the payment date has been deferred.account. Additionally, Mr. Alperin holds 2,8432,889 restricted stock units that vest more than 60 days from April 2, 2018.March 23, 2020.

³ Represents (i) 2,432 shares owned directly and over which Dr. Bacow has sole voting and dispositive power and (ii) 4,840 restricted stock units that vested but, per Dr. Bacow’s election, the payment date has been deferred. Additionally, Dr. Bacow holds 2,843 restricted stock units that vest more than 60 days from April 2, 2018.

⁴ Represents (i) 38,38842,513 shares owned directly and over which Mr. Benjamin has sole voting and dispositive power, (ii) 8,605 shares over which Mr. Benjamin has shared voting and (ii) 5,790dispositive power as co-trustee of a trust for the benefit of unaffiliated third partiesand (iii) 5,802 shares held in a 401(k) Plan account. Additionally, Mr. Benjamin holds 62,43286,006 restricted stock units that vest more than 60 days from April 2, 2018.March 23, 2020.

⁵⁴ Represents (i) 54,00353,292 shares that Mr. Bergman owns directly and over which he has sole voting and dispositive power, (ii) 973,684436,258 shares over which Marion Bergman, Mr. Bergman’s wife, has shared voting and dispositive power as co-trustee of the Bergman Family 2010 Trust 2, (iii) 34 shares owned by Mr. Bergman’s wife over which Mr. Bergman has shared voting and dispositive power, (iv) 8,779339,886 shares owned by the Stanley, Marion, Paul and Edward Bergman Family Foundation, ofover which Mr. Bergman and hisBergman’s wife havehas shared voting and dispositive power as membersmanager of the board of directorsBergman Family 2010 Trust #2, LLC and (v) 9,0269,249 shares held in a 401(k) Plan account. Additionally, Mr. Bergman holds 186,913273,745 restricted stock units that vest

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more than 60 days from April 2, 2018. Mr. Bergman disclaims beneficial ownership of the shares owned by the Stanley, Marion, Paul and Edward Bergman Family Foundation.March 23, 2020.

⁶⁵ Represents 156,720156,392 shares owned directly and over which Mr. Breslawski has sole voting and dispositive power. Additionally, Mr. Breslawski holds 66,59489,670 restricted stock units that vest more than 60 days from April 2, 2018.March 23, 2020.

⁷⁶ Represents (i) 17,01214,647 shares owned directly and over which Mr. Brons has sole voting and dispositive power and (ii) 2,634 restricted stock units that vested but, per Mr. Brons’ election, the payment date has been deferred.power. Additionally, Mr. Brons holds 2,8432,889 restricted stock units that vest more than 60 days from April 2, 2018.March 23, 2020.

⁷ Represents (i) 10 shares owned directly and over which Ms. Goodman has sole voting and dispositive power and (ii) 7,278 shares held indirectly by The Shira D. Goodman 2014 Family Trust, for the benefit of Ms. Goodman and her spouse. Additionally, Ms. Goodman holds 2,889 restricted stock units that vest more than 60 days from March 23, 2020.

⁸ Represents 5,78012,343 shares owned directly and over which Mr. Herring has sole voting and dispositive power. Additionally, Mr. Herring holds 2,8432,889 restricted stock units that vest more than 60 days from April 2, 2018.March 23, 2020.

⁹ Represents (i) 8,031 shares owned directly and over which Mr. Kabat has sole voting and dispositive power, (ii) 18,412 shares held indirectly over which Mr. Kabat and his wife are co-trustees for the benefit of his wife and over which Mr. Kabat has shared voting and dispositive power and (iii) 3,372 shares held in Mr. Kabat’s Non-Employee Director Deferred Compensation Plan account. Additionally, Mr. Kabat holds 2,843 restricted stock units that vest more than 60 days from April 2, 2018.

¹⁰ Represents 2,0004,319 shares owned directly and over which Mr. Kuehn has sole voting and dispositive power and (ii) 4,2468,954 restricted stock units that vested but, per Mr. Kuehn’s election, the payment date has been deferred. Additionally, Mr. Kuehn holds 2,8432,889 restricted stock units that vest more than 60 days from April 2, 2018.March 23, 2020.

¹¹¹⁰ Represents (i) 2,645 shares owned directly and over which Mr. Laskawy has sole voting and dispositive power, (ii) 29,01836,744 shares held in Mr. Laskawy’s Non-Employee Director Deferred Compensation Plan account and (iii) 22,454(ii) 28,366 restricted stock units that vested but, per Mr. Laskawy’s election, the payment date has been deferred. Additionally, Mr. Laskawy holds 2,8432,889 restricted stock units that vest more than 60 days from April 2, 2018.March 23, 2020.

¹¹ Represents (i) 2,000 shares owned directly and over which Ms. Margulies has sole voting and dispositive power, (ii) 2,461 shares held in Ms. Margulies’ Non-Employee Director Deferred Compensation Plan account and (iii) 6,218 restricted stock units that vested but, per Ms. Margulies’ election, the payment date has been deferred. Additionally, Ms. Margulies holds 2,889 restricted stock units that vest more than 60 days from March 23, 2020.

¹² Represents (i) 31,59939,092 shares owned directly and over which Mr. Mlotek has sole voting and dispositive power and (ii) 4,0994,107 shares held in a 401(k) Plan account. Additionally, Mr. Mlotek holds 58,26680,677 restricted stock units that vest more than 60 days from April 2, 2018.March 23, 2020.

¹³ Represents (i) 112,98273,544 shares owned directly and over which Mr. Paladino has sole voting and dispositive power and (ii) 6,6936,707 shares held in a 401(k) Plan account. Additionally, Mr. Paladino holds 62,43286,006 restricted stock units that vest more than 60 days from April 2, 2018.March 23, 2020.

¹⁴ Represents 43,344 shares of restricted common stock held directly by Ms. Prange and over which she has sole voting power. Additionally, Ms. Prange holds 19,558 restricted stock units that vest more than 60 days from April 2, 2018.

¹⁵ Represents 15,90421,024 shares owned directly and over which Ms. Raphael has sole voting and dispositive power. Additionally, Ms. Raphael holds 2,8432,889 restricted stock units that vest more than 60 days from April 2, 2018.March 23, 2020.

¹⁶¹⁵ Represents (i) 3,0346,959 shares owned directly and over which Dr. Rekow has sole voting and dispositive power, (ii) 3,6554,628 shares held in Dr. Rekow’s Non-Employee Director Deferred Compensation Plan account and (iii) 7,5145,710 restricted stock units that vested but, per Dr. Rekow’s election, the payment date has been deferred. Additionally, Dr. Rekow holds 2,8432,889 restricted stock units that vest more than 60 days from April 2, 2018.March 23, 2020.

¹⁷¹⁶ Represents (i) 1,6926,812 shares owned directly and over which Dr. Sheares has sole voting and dispositive power and (ii) 29,15836,833 restricted stock units that vested but, per Dr. Sheares’ election, the payment date has been deferred. Additionally, Dr. Sheares holds 2,8432,889 restricted stock units that vest more than 60 days from April 2, 2018.March 23, 2020.

¹⁸ The principal office of T. Rowe Price Associates, Inc. (“Price Associates”) is 100 East Pratt Street, Baltimore, Maryland 21202. The foregoing information regarding the stock holdings of Price Associates is based on an amended Schedule 13G filed by Price Associates with the SEC on February 14, 2018.

¹⁹ The principal office of Generation Investment Management LLP is 20 Air Street, 7th Floor, London, United Kingdom W1B 5AN. The foregoing information regarding the stock holdings of Generation Investment Management LLP and its affiliates is based on an amended Schedule 13G filed by Generation Investment Management LLP with the SEC on February 14, 2018.

²⁰ The principal office of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055. The foregoing information regarding the stock holdings of BlackRock, Inc. is based on an amended Schedule 13G filed by BlackRock, Inc. with the SEC on January 23, 2018.

²¹¹⁷ The principal office of The Vanguard Group, Inc. (“Vanguard”) is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. Vanguard has the sole power to vote or direct the vote of 217,382 of these shares, the sole power to dispose of or direct the disposition of 17,275,434 of these shares, the shared power to vote or direct the vote of 48,103 of these shares, and the shared power to dispose of or direct the disposition of 254,475 of these shares. The foregoing information regarding the stock holdings of Vanguard and its affiliates is based on an amended Schedule 13G filed by Vanguard with the SEC on February 12, 2018.2020.

¹⁸ The principal office of Longview Partners (Guernsey) Limited (“Longview”) is PO Box 559, Mill Court, La Charroterie, St Peter Port, Guernsey GY1 6JG. Longview has shared power to vote or direct the vote of 8,815,084 of these shares, and the shared power to dispose of or direct the disposition of 14,907,795 of these shares. The foregoing information regarding the stock holdings of Longview and its affiliates is based on an amended Schedule 13G filed by Longview and its affiliates with the SEC on February 11, 2020.

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¹⁹ The principal office of BlackRock, Inc. (“BlackRock”) is 55 East 52nd Street, New York, New York 10055. BlackRock has the sole power to vote or direct the vote of 9,459,058 of these shares and has the sole power to dispose of or direct the disposition of 11,166,177 of these shares. The foregoing information regarding the stock holdings of BlackRock and its affiliates is based on an amended Schedule 13G filed by BlackRock with the SEC on February 5, 2020.

²⁰ The principal office of Generation Investment Management LLP (“GIM”) is 20 Air Street, 7th Floor, London, United Kingdom W1B 5AN. GIM has the sole power to dispose of or direct the disposition of and the sole power to vote or direct the vote of 75,399 of these shares, and has the shared power to dispose of or direct the disposition of and the shared power to vote or direct the vote of 10,237,537 of these shares. The foregoing information regarding the stock holdings of GIM and its affiliates is based on an amended Schedule 13G filed by GIM and its affiliates with the SEC on February 14, 2020.

²¹ The principal office of State Street Corporation (“State Street”) is State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111. State Street has the shared power to vote or direct the vote of 5,983,484 of these shares and has the shared power to dispose of or direct the disposition of 7,654,599 of these shares. The foregoing information regarding the stock holdings of State Street and its affiliates is based on a Schedule 13G filed by State Street with the SEC on February 13, 2020.

²² The principal office of Eaton Vance Management (“Eaton”) is 2 International Place, Boston, Massachusetts 02110. Eaton has the sole power to vote or direct the vote of 7,443,825 of these shares and has the sole power to dispose of or direct the disposition of 7,443,825 of these shares. The foregoing information regarding the stock holdings of Eaton is based on a Schedule 13G filed by Eaton with the SEC on February 12, 2020.

²³ Includes (i) with respect to all directors and Named Executive Officers, (a) 1,532,5991,271,022 shares, directly or indirectly, beneficially owned, including restricted common stock, (b) 71,65282,360 shares held in 401(k) Plan accounts and in Non-Employee Director Deferred Compensation Plan accounts, as applicable and (c) 75,68686,081 restricted stock units held by non-employee directors where such units vested but, per their election, the payment date was deferred and (ii) with respect to all executive officers that are not Named Executive Officers or directors, (a) 98,37963,889 shares, directly or indirectly, beneficially owned, including restricted common stock and (b) 422211 shares held in 401(k) Plan accounts. Additionally, (i) all directors and Named Executive Officers collectively hold 484,625644,994 restricted stock units that vest more than 60 days from April 2, 2018March 23, 2020 and (ii) all executive officers that are not Named Executive Officers or directors collectively hold 92,74292,968 restricted stock units that vest more than 60 days from April 2, 2018.March 23, 2020.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Our executive officers and directors are required under the Securities Exchange Act of 1934 (the “Exchange Act”) to file reports of ownership of common stock of the Company with the SEC. Copies of those reports must also be furnished to the Company. Based solely on a review of the copies of reports furnished to the Company and written representations that no other reports were required, the Company believes that during fiscal 2017 the executive officers and directors of the Company timely complied with all applicable filing requirements.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

The Company’s executive compensation program consists of four main components: (i) base salary; (ii) annual incentive compensation opportunity; (iii) long-term equity-based awards; and (iv) benefits and perquisites. As described below, annual and long-term performance-based awards represent a major portion of total compensation for the Named Executive Officers. The combination of these four components of our executive compensation program is designed to balance Company annual operating objectives and earnings performance with longer-term Company stockholder value creation goals. The compensation arrangements and decisions described in this Compensation Discussion and Analysis were made prior to the global outbreak of theCOVID-19 pandemic, and as of the filing of this proxy statement, it is premature to describe actions that the Compensation Committee may or may not undertake with respect to compensation during the Company’s 2020 fiscal year. As the globalCOVID-19 pandemic evolves and the economic circumstances continue to develop, the Compensation Committee expects to monitor the situation and proactively review and consider the Company’s compensation arrangements and practices as it determines to be in the best interests of the Company’s stockholders, and where appropriate, other stakeholders.

Base Salary. The Compensation Committee annually reviews and approves base salary for the Named Executive Officers.

Annual Incentive Compensation. The components of the Company’s annual incentive compensation (i.e., bonuses under the PIP (as defined below) and the Company’s 162(m) Cash Bonus Plan)) are set by the Compensation Committee annually and are designed to reward the achievement ofpre-established performance goals.

Each executive officer’s annual incentive compensation under the PIP bonus (other than Mr. Bergman’s) is based on the following three weighted components:

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Mr. Bergman’s annual incentive compensation (paid under the Company’s 162(m) Cash Bonus Plan and PIP)PIP is based on the following three weighted components:

Long-Term Equity-Based Awards. The Company allocates long-term equity-based awards in the form of restricted stock/stock units that generally cliff vest at the end of four years for time-based awards and at the end of three years for performance-based awards.

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Benefits and Perquisites. The Company provides a program commensurate with competitive practices that is generally consistent with the benefits provided to other employees. The Company does not provide any taxgross-ups to our executive officers (other than for relocation expenses). See “Compensation Structure—Pay Elements—Details—Benefits and Perquisites” set forth below.

Compensation Objectives and Strategy

The Company’s executive officer compensation program is designed to attract and retain the caliber of officers needed to ensure the Company’s continued growth and profitability, and to reward them for their performance, the Company’s performance and for creating long-term value for stockholders. The primary objectives of the program are to:

The Company’s executive compensation programs are approved and administered by the Compensation Committee of the Board of Directors. Working with management and outside advisors, the Compensation Committee has developed a compensation and benefits strategy that rewards performance, promotes appropriate conduct and reinforces a culture that the Compensation Committee believes will continue to drive long-term success for the Company thereby enhancing stockholder value.

The compensation program rewards team accomplishments while, at the same time, promoting individual accountability. The Company has a planning and goal-setting process that is fully integrated into the compensation system, intended to result in a strong relationship between individual efforts, business unit financial results and Company financial results with executive officer financial rewards.

A major portion of total compensation for our Named Executive Officers is placed at risk through annual and long-term incentives tied to the achievement of performance metrics. As shown in the Summary Compensation Table, in fiscal 2017,2019, the sum of restricted stock/stock unit awards and annual incentive compensation (under the heading“Non-Equity Incentive Plan Compensation” in the Summary Compensation Table) and bonus, if any,), represented between 73%74% and 80%88% of the total compensation for the Named Executive Officers. We believe that this combination of incentives has worked well for the Company and its stockholders as evidenced by, among other things, the Company’s record net sales of approximately $12.5 $10

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billion in fiscal 20172019 (an increase of approximately 7.7%6.0% over the prior fiscal year ended December 31, 201629, 2018 (“fiscal 2016”2018”), which consisted of 5.1%an increase in net sales of 7.7% from local currency growth in internally generated sales,partially offset by a 1.5% decrease due to the impact from an extra weekin net sales of sales in 2016, 3.6% growth from acquisitions and 0.5% growth in reported sales1.7% related to foreign currency exchange).

We seek to provide competitive compensation that is commensurate with performance. We generally target compensation at the median of the market, and calibrate both annual and long-term incentive opportunities to generate less-than-median awards when goals are not fully achieved and greater-than-median awards when goals are exceeded. (See “Pay Levels and Benchmarking” set forth below.)

We seek to promote a long-term commitment to the Company by our senior executives. We believe that there is great value to the Company in having a team of long-tenured, seasoned managers to enable us to capitalize on our growth strategies. Our team-focused culture and management processes are designed to foster this commitment. The vesting schedules attached to restricted stock/stock unit awards reinforce this long-term orientation.

Role of the Compensation Committee

General

The Compensation Committee provides overall guidance for our executive compensation policies and determines the amounts and elements of compensation for our executive officers, including the Named Executive Officers. The Compensation Committee’s

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function is more fully described in its charter which has been approved by our Board of Directors. The charter is available on our Internet website atwww.henryschein.com, under the “Our Company—Corporate Governance” caption.

When considering decisions concerning the compensation of the Named Executive Officers (other than the Chief Executive Officer), the Compensation Committee asks for recommendations from Mr. Bergman, including his detailed evaluation of each executive’s performance during the relevant fiscal year.

Use of Outside Advisors

In making its determinations with respect to executive compensation, the Compensation Committee has historically engaged the services of Pearl Meyer, an independent compensation consultant. For fiscal 2017,2019, Pearl Meyer advised and consulted with the Compensation Committee with respect to certain executive compensation matters, including advising it in connection with the Company entering into an amended and restated employment agreement with Mr. Bergman and the grant of an inducement restricted stock unit award to Mr. Bergman, as well as assisting it in benchmarking the CEO’s compensation and in its review and determination of the peer group companies used for benchmarking compensation. Pearl Meyer did not determine nor recommend the exact amount or form of executive compensation for any executive officer. Pearl Meyer has also assisted the Compensation Committee with several special projects, including advice on director compensation. Pearl Meyer does no other work for the Company.

The Compensation Committee retains Pearl Meyer directly, and Pearl Meyer reports directly to the Compensation Committee. However, in carrying out its assignments and during the course of providing services to the Compensation Committee, Pearl Meyer may interact with Company management when necessary and appropriate in order to obtain relevant compensation and performance data for the executives and the Company. In addition, Pearl Meyer may seek input and feedback from Company management regarding Pearl Meyer’s work product and analysis prior to presenting such information to the Compensation Committee in order to confirm Pearl Meyer’s understanding of the Company’s business strategy or identify data questions or other similar issues, if any.

The Compensation Committee, with the assistance and independent advice from Pearl Meyer, annually reviews competitive compensation data prepared by Willis Towers Watson, a professional services/human resources consulting company which provides a number of services to the Company.

The Compensation Committee has assessed the independence of Pearl Meyer pursuant to the SEC and Nasdaq rules taking into consideration each of the six independence factors established under such rules. The Compensation Committee’s assessment affirmed the independence of Pearl Meyer with respect to executive compensation matters concluding that no conflict of interest exists that would prevent Pearl Meyer from serving as an independent consultant to the Compensation Committee. The Compensation Committee has the authority to retain, terminate and set the terms of its relationship with any outside advisors who assist the Compensation Committee in carrying out its responsibilities.

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The Role ofSay-on-Pay Votes and Stockholder Feedback

The Company provides its stockholders with the opportunity to cast an annual advisory vote on executive compensation(“say-on-pay proposal”). At the Company’s annual meeting of stockholders held on May 31, 2017, 91.3%22, 2019, 93.3% of the votes cast on thesay-on-pay proposal at the meeting were in favor of thesay-on-pay proposal. The Compensation Committee evaluated this result and, after consideration, concluded that the voting result reflects our stockholders’ support of the Company’s approach to executive compensation. The Company previously held discussions with, and obtained input from, certain of its stockholders regarding the performance metrics utilized in connection with the Company’s annual incentive and equity-based compensation plans.Additionally, in 2017,2019, following an analysis of compensation policies and practices and based on the results of thesay-on-pay vote, the Compensation Committee determined that the Company’s current approach to executive compensation is in the best interest of the Company and its stockholders and, therefore, did not make any change to its approach to executive compensation or make any significant changes to its executive compensation program from fiscal 2018, although the Compensation Committee evaluated the Chief Executive Officer’s compensation in connection with the renewal of his employment agreement and granted an inducement restricted stock award unit, similar to the approach taken in connection with the employment agreement renewal in 2016. The Compensation Committee expects to continue to consider the outcome of the Company’ssay-on-pay votes and stockholder discussions when making future compensation decisions for the Named Executive Officers.

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Compensation Structure

Pay Element—Element—Overview

The Company utilizes four main components of compensation:

Pay Elements—Elements—Details

Base Salary

The Compensation Committee annually reviews executive officer salaries and makes adjustments, as warranted, based on individual responsibilities and performance, Company performance in light of market conditions and competitive practice. Salary adjustments are generally approved and implemented during the first quarter of the calendar year (typically in March). In 2017,2019, based on individual responsibilities and performance, the Company’s performance and competitive market data with respect to base salary pay practices, the Compensation Committee increased the base salaries for the Named Executive Officers by 3.0%.

Annual Incentive Compensation

Annual incentive compensation for each of the Company’s executive officers is determined and paid under the Performance Incentive Plan (“PIP”) for such year, althoughyear. In light of the repeal of the performance-based compensation exception to Section 162(m) of the Code, 2019 annual incentive compensation relating to financial performance goals for Mr. Bergman is determined and paidthe Chief Executive Officer was set by the Compensation Committee solely under the SectionPIP, instead of under the Company’s 162(m) Cash Bonus Plan.Plan and the PIP (as was the case in prior years). Nonetheless, as described below, the general structure and approach taken by the Compensation Committee with respect to annual incentive compensation for the Chief Executive Officer remained unchanged in 2019 as compared to prior years.

Components of the PIP

The components of the PIP are designed to reward the achievement ofpre-established corporate financial, business unit financial and individual performance goals. AtThe Compensation Committee sets the PIP’s performance goals and target payout for the Chief Executive Officer. With respect to the executive officers (other than the Chief Executive Officer), at the beginning of each year, the Chief Executive Officer recommends to the Compensation Committee which executive officers should participate in the PIP for that

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year and, following review and approval by the Compensation Committee, such officers are notified of their participation. The Chief Executive Officer recommends to the Compensation Committee the PIP’s performance goals and target payout for executive officers (other than himself), subject to the Compensation Committee’s review and approval.

PIP targets and goals for 20172019 for the Named Executive Officers were established at the beginning of 2017.2019. For the Named Executive Officers (other than Mr. Bergman), the performance goals under the 20172019 PIP were based on:

20172019 Company Financial/EPS TargetGoal

Under the 20172019 PIP, the Compensation Committee may adjust the 20172019 Company Financial/EPS TargetGoal for the following factors (which factors have beenpre-established by the Compensation Committee):

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Additionally, the Compensation Committee may further adjust the targetgoal for any other unforeseen event or other facts and circumstances beyond the control of the Company, by an amount equal to a reasonable estimate of the expected accretion or dilution, based on information provided to them by executive management. In the event the Compensation Committee makes adjustments in accordance with the preceding sentence, the Compensation Committee in its sole discretion will determine the PIP award payouts that correspond to the levels of achievement of the adjusted target.goal. The Compensation Committee may award all or a portion of a PIP award upon the attainment of any goals (including the applicable predefined goals). The Compensation Committee or the Chief Executive Officer (solely with respect tonon-executive officers) may also grant discretionary awards under the PIP.

In December 2016,November 2018, the Compensation Committee undertook a review of the 20172019 Company Financial/EPS TargetGoal to be used in our 20172019 PIP awards. As part of this review, the Compensation Committee considered a number of factors including (i) market data for

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peer group companies with revenues between $8 billion and $15 billion and peer group companies practices and (ii) the advantages and disadvantages of potential performance metrics evaluated against the current performance objectives of the PIP. Following consideration of these factors, the Compensation Committee concluded, as further described below, that it was in the best interest of the Company and its stockholders to continue to use adjusted earnings per share as the metric for the portion of the PIP bonus that is based on the Company’s performance.

The Compensation Committee believes adjusted EPS is appropriate for the portion of the PIP bonus that is tied to the Company’s performance because such metric (i) is reflective of the key metric that the Board of Directors uses to assess the Company’s performance, (ii) clearly summarizes the earnings generated for stockholders and focuses on return to the stockholders, (iii) is sufficiently different from our long-term equity plan metric because our long-term equity plan metric is a three-year cumulative earnings per share goal as opposed to aone-year goal and (iv) is a metric used by a significant number of our peer grouplarge companies as the performance factor for the company-performance portion of their annual incentive compensation plans.

Also, as stated above, our PIP for the Named Executive Officers (other than Mr. Bergman) is made up of the 20172019 Company Financial/EPS Target,Goal, Business Financial Goals and Individual Performance Goals. The Compensation Committee believes that the Business Financial Goals and Individual Performance Goals (as described below) already take into account performance metrics factors (including, without limitation, measures such aspre-tax income, business unit expense, net sales and similar factors) and, therefore, the introduction of another performance metric for the 20172019 Company Financial/EPS TargetGoal is not necessary as our executive officers are already incentivized with various financial goals appropriate for their respective profit centers or business units.

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Finally, as evidenced by the Company’s long-term historical stock performance and financial results, using earnings per share to measure the portion of the PIP bonus that is based on the Company’s performance has successfully driven value creation and, accordingly, has been an effective incentive for our executive officers.

Business Financial Goals and Individual Goals for Named Executive Officers (other than CEO)

The weight (expressed as a percentage of the PIP target payout) for each component of the PIP awards for the Named Executive Officers (other than Mr. Bergman) is as follows:

Business Financial Goals and Individual Performance Goals vary for each Named Executive Officer as the goals reflect each executive’s specific role and function. Financial measures included in such goals are calculated based on generally accepted accounting principles and adjusted in a manner similar to adjustments made to the Company’s EPS (as described below).

Business Financial Goals and Individual Performance Goals are designed to motivate executive officers to achieve challenging, but attainable goals for talented executives. The Compensation Committee sets the targetsgoals for PIP awards such that incentive compensation is paid at less-than-median of the market awards when Business Financial Goals or Individual Performance Goals are not fully achieved and greater-than-median awards when goals are exceeded. The maximum payout percentage under the PIP for the Named Executive Officers is 200% for the Company Financial/EPS Target,Goal, ranges from 135% to 200% for the Business Financial Goal (depending on the specific category of Business Financial Goal applicable to such Named Executive Officer) and is 115% for the Individual Performance Goals.

For each Named Executive Officer (other than Mr. Bergman whose annual incentive compensation is described below), the Business Financial Goals and Individual Performance Goals are as follows:

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Mr. Breslawski:

Ms. Prange:

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Mr. Paladino:

Mr. Benjamin:

Mr. Mlotek:

20172019 PIP

In 2017, based on the Company’s performance, growth versus the peer group,2019, after reviewing market competitive market data with respect to pay practices and in light of market conditions in the Company’s continued emphasis on paying for performance,areas in which the Company competes, the Compensation Committee increaseddecided not to increase the payout for achievement of the target goals under Mr. Bergman’s 162(m) Plan and PIP, in the aggregate, and increased the payout for achievement of the PIP target goals for the other Named Executive Officers (excluding Ms. Prange’sunder the PIP and instead maintained the same target level payout for the 2019 PIP as the 2018 PIP (which remained unchanged from the 2017sign-on bonus) by 2.8%, except for Mr. Breslawski’s PIP target goal which was increased from $770,000 to $850,000 (a 10.4% increase) PIP). The increase in Mr. Breslawski’s PIP target goal was to align his compensation with the median of the competitive market.

In February 2017,2019, the Compensation Committee set the 20172019 Company Financial/EPS TargetGoal at $3.62 (as adjusted for the September 2017 stock split),$3.43, representing the target goal designed to result in a PIP award payout equal to 100%. This goal was set based on apre-established weighted formula using specific components of EPS. Similar to previous years, the Compensation Committee completed apre-defined process to adjust the goal and to approve the adjustments that will be applied to the actual results, in each case, based on adjustments authorized under the PIP. For the 20172019 PIP, these adjustments to the 2019 Company Financial/EPS Goal included the impact of acquisitions and dispositions, certain capital transactions (including capital stock repurchases), and the effects during fiscal 20172019 of changes in foreign exchange rates, judgments, settlements or other payments in connection with, or arising from, certain litigation matters aspre-determined by the Committee, as well as the impact of any increase or decrease in tax rates in any country in which the Company derives greater than 5% of its net income.

rates. As a result of these adjustments, the Compensation Committee increaseddecreased the 20172019 Company Financial/EPS TargetGoal from $3.62$3.43 to $3.635.$3.40. These adjustments were reviewed and approved by the Compensation Committee.

During the first quarter of 2018,2020, the Chief Executive Officer reviewed the relevant financial and operating performance achievements of the Company and its business units, as well as the individual performance of the participating officers (other than himself), against the PIP performance goals that had been previously established, and submitted proposed PIP payouts for the participating officers to the Compensation Committee for review and approval.

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Our 2017 adjustedactual 2019 diluted EPS, adjusted for restructuring costs, judgments, settlements or other payments in connection with, or arising from, continuing operationscertain litigation matters as approved by the Compensation Committee, a tax credit related to thespin-off and merger of our Animal Health business in February 2019 creating Covetrus, Inc., a separate publicly traded corporation (the“Spin-Off”) and the net gain on the sale of certain equity investments, was $3.603. After applying thepre-established weighted formula using specific components of EPS, this$3.52. This achievement resulted in a payout of 87.2%148.3% of the 20172019 Company Financial/EPS TargetGoal portion of the PIP award set by the Compensation Committee under the 20172019 PIP. PIP awards for the Named Executive Officers appear in the Summary Compensation Table in the column captioned“Non-Equity Incentive Plan Compensation.”

Additionally,In 2013, the PIP is subject toCompensation Committee approved a clawback policy as part of the PIP whereby the Company has the right to recoup from the participant, including the Named Executive Officers, and the participant is required to repay to the Company, an amount equal to the PIP cash bonus paid to the participant if the participant engages in a competitive activity (as defined in the award agreement)Company’s Management Team Performance Incentive Plan and Plan Summary, effective as of January 1, 2014) or violates anon-disclosure,

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non-solicitation of employees or other restrictive covenant between the participant and the Company on or after the payment date but on or prior to the first anniversary of such payment date.

Annual Incentive Compensation for CEO

Mr. Bergman’s annual incentive compensation for 20172019 had twothree components:

Mr. Bergman’s 2017 award under the Section 162(m) Cash Bonus Plan was based on the Company’s 20172019 Company Financial/EPS TargetGoal (weighted at 75% of his total award under both plans) and award);

None of our outstanding LTIP awards granted on or after March 1, 2013, the Compensation Committee (i) eliminated theprovide for single trigger acceleration of restricted stock/stock units upon a change in control. Instead, in connection with a change in control, and provided thatall outstanding restricted stock/stock units granted on or after such date willto our executive officers vest automatically upon a participant’s termination of employment by the Company without cause or by the participant for good reason (and for Mr. Bergman, also for retirement) occurring within two years after the change in

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control or in certain cases within 90 days prior to a change in control or after the first public announcement of a pending change in control. (See “Post Termination and (ii) approvedChange in Control Calculation” table below and the accompanying footnotes.) Further, these awards are subject to a clawback policy whereby the Company has the right to recoup from the participant, including the Named Executive Officers, and the participant is required to repay to the Company, an amount equal to the fair market value of the aggregate shares of restricted stock/stock units payable to the participant if the participant engages in a competitive activity (as defined in the award agreement) or violates anon-disclosure,non-solicitation of employees or other restrictive covenant between the participant and the Company on or after the payment date but on or prior to the first anniversary of such payment date.

Grant Date

All grants are issued on the date they are approved by the Compensation Committee, except with respect to new hires and Mr. Bergman’s inducement restricted stock unit award granted in connection with the renewal of his employment agreement, where the grant date is a fixed date after the date on which such grant is approved by the Compensation Committee.

Performance Criteria

At the time the LTIP performance-based goal is set, it is substantially uncertain that the goal will be achieved. As the Company continues to grow, we continue to tie the performance goals to the Company’s earnings per share at growth rates that we believe exceed market growth for the markets in which we operate and reflect economic conditions. Historically, theThe Compensation Committee setsets the target and maximum payout for time-based and performance-based restricted stock/stock unit awards at 100% and 200%150%, respectively. Beginning with awardsAwards of performance-based restricted stock/stock units granted inprior to 2017 the maximum payout performance-based restricted stock/unit awards was reduced to 150%. Additionally, the awards of performance-based restricted stock/units granted to Mr. Bergman under his May 2016 Grant havehad a maximum payout of 150%200%. The maximum payout for time-based restricted stock/stock unit awards remains at 100%.

In December 2016,November 2018, the Compensation Committee undertook a review of the performance metrics to be used in our performance-based LTIP awards.awards for 2019. As part of this review, the Compensation Committee considered a number of factors including (i) market data for companies with revenues between $8 billion and $15 billion and peer group companies practices and (ii) the advantages and disadvantages of potential performance metrics evaluated against the performance objectives of the LTIP. Following consideration of these factors, the Compensation Committee concluded that it was in the best interest of the Company and its stockholders to continue to use three-year cumulative earnings per share as the metric for the LTIP because such metric (i) is reflective of the key metric that the Board of Directors uses to assess the Company’s performance, (ii) clearly summarizes the earnings generated for stockholders and focuses on return to the stockholders, (iii) is sufficiently different from our short-term incentive plan (i.e., PIP) metric because our long-term equity plan metric is a three-year cumulative earnings per share goal as opposed to aone-year goal and (iv) is a metric used by a significant number of our peer grouplarge companies as the performance factor for their respective long-term equity plans.

Additionally, pursuant to the 20172019 LTIP, the Compensation Committee is required to adjust the EPS performance goal for the following factors (which factors have beenpre-established by the Compensation Committee):

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Although some companies use relative total shareholder return as a performance metric, the Compensation Committee does not believe such metric is appropriate for the Company’s circumstances at this time because such metric (i) does not clearly summarize the earnings generated for stockholders (e.g., earnings per share), (ii) tends to reward stock price volatility and can penalize a company that has demonstrated consistency in long-term performance, (iii) is measured on a relative basis so it is highly dependent on the peer group chosen and we believe a selection of an appropriate peer group would be difficult for the purpose of measuring relative total shareholder return due to size, types of businesses the Company is involved in, business differentials and consolidation of companies within the industry (e.g., companies selected for the peer group at the beginning of the period may be merged into other companies by the end of the three-year period which may skew results), (iv) provides for payouts in negative return scenarios so long as the Company outperforms its peer group (i.e., the executive may receive a high payout while stockholders are losing value) and (v) studies have shown that relative total shareholder return does not result in better performance.

As evidenced by the Company’s long-term historical stock performance and financial results, LTIP performance criteria of three-year cumulative earnings per share has been an effective incentive for our executive officers. For all the reasons stated above, the Compensation Committee believes it is in the best interest of the Company and its stockholders to use three-year cumulative earnings per share as the performance metricsmetric for its long-term equity awards.

As a result of theSpin-Off, the Compensation Committee adjusted the number of restricted stock units under the 2013 Stock Incentive Plan that were unvested as February 7, 2019 as well as the related EPS performance goals for such awards to reflect theSpin-Off in accordance with the 2013 Stock Incentive Plan.

Performance-Based Restricted Stock/Stock Unit Awards

During the first quarter of each calendar year, the Compensation Committee sets the three-year cumulative earnings per share as the target goal designed to result in a payout equal to 100% under the performance-based restricted stock/stock unit awards to be granted during such year. The Compensation Committee set the target goal for the awards granted in 2015, 20162017, 2018 and 20172019 by excluding restructuring costs. Similar to previous years, the Company completed apre-defined process to adjust goals and to approve the adjustments that will be applied to the actual results, in each case, based on adjustments required under the LTIP. With respect to outstanding performance-based restricted stock/stock unit awards granted in 2015, the goal was adjusted to account for the effects during fiscal 2017, of the impact of acquisitions2018 and dispositions, certain capital transactions (including capital stock repurchases) and differences in a designated foreign exchange rate outside apre-established range. With respect to outstanding performance-based restricted stock/unit awards granted in 2016 and 2017,2019, the goal was adjusted for the effects during fiscal 20172019 of impact of acquisitions and dispositions including theSpin-Off,certain capital transactions (including capital stock repurchases), and the changes in foreign exchange rates from the rates used in setting the goal, and for the impact of the decrease in U.S. tax rates beginning in 2018.goal. Accordingly, the Compensation Committee reduceddecreased the three-year EPS performance goal for the performance-based restricted stock/stock units granted in 20152017 and 2018 by 0.63%8.5% and 16.1%, respectively and increased the three-year EPS performance goalsgoal for the performance-based restricted stock/stock units granted in 2016 and 20172019 by 2.53% and 4.88%, respectively. A substantial portion of the adjustment0.5%. The adjustments to the 2015 performance goal was attributable to the average Euro foreign exchange rate during 2017 being lower than thepre-established range in the 2015 plan. The increase in the 2016 and 20172018 performance goals waswere primarily attributable to the changeimpact to continued operations arising from theSpin-Off. The adjustments to the 2019 performance goal was due to capital stock repurchases, partially offset by the impact of acquisitions and changes in U.S. tax rates and to share buyback activity.foreign exchange rates. These adjustments were reviewed and approved by the Compensation Committee.

In 2017,2019, the CompanyCompensation Committee decided not to changeincrease the value of the 20172019 LTIP restricted stock/stock unit awards for participants in the LTIP, including the Named Executive Officers, as compared to the value of their awards in 2016, except for Karen Prange whose 2016 LTIP awards had2018 by 7.5% to reflect competitive market data with respect to equity pay practices and to encourage employee retention. Additionally, the Compensation Committee decided to issue a total grant date fair valueone-time restricted stock unit award to each of $2,300,000 (because it included a $1,300,000sign-on grant per her letter agreement)Messrs. Paladino, Benjamin and her 2017 LTIP award hadMlotek with a grant date fair value of $1,500,000 (the same as Messrs. Benjamin$350,000 per award and Paladino’s awards).to Mr. Breslawski with a grant date fair value of $250,000 in recognition of the Named Executive Officers’ contributions toward the execution of the Company’s strategic goals, including theSpin-Off. Each such grant was made under the Company’s 2013 Stock Incentive Plan and was 65% performance-based with three-year cliff vesting and 35% time-based with four-year cliff vesting.

On March 6, 2017,5, 2019, Mr. Bergman was granted 40,95854,323 restricted stock units with a grant date fair value of $3,500,000,$3,198,000, Mr. Breslawski was granted 18,72429,080 restricted stock units with a grant date fair value of $1,600,000, and$1,712,000, each of Messrs. Paladino and Benjamin and Ms. Prange was granted 17,55429,216 restricted stock units with a grant date fair value of $1,500,000.$1,720,000 and Mr. Mlotek was granted 27,670 restricted stock units with a

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grant date fair value of $1,629,000. Each such grant was made under the Company’s 2013 Stock Incentive Plan. Mr. Bergman’s grant was 100% performance-based with three-year cliff vesting and the grants for Messrs. Breslawski, Paladino, and Benjamin and Ms. PrangeMlotek were 65% performance-based with three-year cliff vesting and 35% time-based with four-year cliff vesting.

Additionally, to induce Mr. Bergman to accept the terms of the amended and restated employment agreement (which included a three-year renewal of his employment term), entered into on August 8, 2019, the Compensation Committee approved the grant of a restricted stock unit award under the Company’s 2013 Stock Incentive Plan to Mr. Bergman, with an aggregate grant date fair value of $6,450,000 (“September 2019 RSU Award”). The September 2019 RSU Award was allocated with 52,500 restricted stock units being awarded in the form of a performance-based restricted stock unit award and 52,500 restricted stock units being awarded in the form of a time-based restricted stock unit award, each with a grant date the first business day following the 20th trading day after the employment agreement’s effective date (resulting in a September 9, 2019 grant date). Except with respect to pro rata or full acceleration of the vesting of the September 2019 RSU Award that will apply in the event of certain termination events, the performance-based portion of the award will become vested on December 31, 2022, subject to the achievement of performance goals and Mr. Bergman’s continued employment through such date, and the time-based portion of the award will vest on December 31, 2022, subject to Mr. Bergman’s continued employment through that date.

On February 27, 2017,March 2, 2019, the 20142016 LTIP performance-based awards vested. The awards were scheduled to vest on March 4, 2019 but because that was anon-business day, pursuant to the Company’s 2013 Stock Incentive Plan, the awards vested on the preceding business day. With respect to such awards, on February 27, 2014,March 4, 2016, the Compensation Committee set the three-year cumulative EPS at $16.92, representing the target goal designed to result in an LTIP award payout equal to 100%. Similar to previous years, the Compensation Committee completed apre-defined process to adjust the

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goal and to approve the adjustments that were made to the actual results, in each case, based on adjustments authorized under the 2014 LTIP. For the 2014 LTIP performance-based awards, the goal was adjusted to account for the impact of acquisitions, certain capital transactions (including capital stock repurchases) and$10.69 (adjusted for the effects of a designated foreign exchange rate outside apre-established range. The three-year cumulative EPS performance goal for the performance-based restrictive stock/units granted under the 2014 LTIP was $16.63 (as adjusted) and the actual three-year cumulative EPS was $17.74 (as adjusted). On February 27, 2017 such awards vested with an achievement of 106.7% of the EPS performance goal and a payout awarded in shares of Company common stock equal to 196.9% of the original number of shares/units underlying the award granted (based on target performance).

On March 2, 2018, the 2015 LTIP performance-based awards vested. With respect to such awards, on March 2, 2015, the Compensation Committee set the three-year cumulative EPS at $9.70 (as adjusted for the September 2017 stock split)Stock Split), representing the target goal designed to result in an LTIP award payout equal to 100%. Similar to previous years, the Compensation Committee completed apre-defined process to adjust the goal and to approve the adjustments that were made to the actual results, in each case, based on adjustments authorized under the 20152016 LTIP. For the 20152016 LTIP performance-based awards, the goal was adjusted to account for the impact of acquisitions, and dispositions, certain capital transactions (including capital stock repurchases) and for, the effects of a designated foreign exchange rate outside apre-established range.range, and for the changes in the U.S. tax laws and regulations. The three-year cumulative EPS performance goal for the performance-based restrictive stock/stock units granted under the 20152016 LTIP was $9.58$11.17 (as adjusted) and the actual three-year cumulative EPS was $9.63$10.62 (as adjusted). On.On March 2, 20172019, such awards vested with an achievement of 100.52%95.08% of the EPS performance goal and a payout awarded in shares of Company common stock equal to 108%50.8% of the original number of shares/units (as adjusted(adjusted for the Septembereffects of the Company’s 2017 stock split)Stock Split and theSpin-Off) underlying the award granted (based on target goal performance).

On February 14, 2020, the performance-based portion of the special equity award made to Mr. Bergman on May 25, 2016 in connection with the renewal of his employment agreement in 2016 (“May 2016 Grant”) vested. The time-based portion of such award vested on December 31, 2019. Mr. Bergman’s May 2016 Grant was based on the same performance factor as the Company’s 2017 LTIP performance-based awards. On March 6, 2020, the 2017 LTIP performance-based awards made to the Named Executive Officers (including Mr. Bergman) vested. With respect to both Mr. Bergman’s May 2016 Grant and the 2017 LTIP performance-based awards, on March 5, 2017, the Compensation Committee set the three-year cumulative EPS at $11.61 (adjusted for the effects of the 2017 Stock Split and theSpin-Off), representing the target goal designed to result in an LTIP award payout equal to 100%. Similar to previous years, the Compensation Committee completed apre-defined process to adjust the goal and to approve the adjustments that were made to the actual results, in each case, based on adjustments authorized under the 2017 LTIP. For the 2017 LTIP performance-based awards (and Mr. Bergman’s May 2016 Grant performance-based award), the goal was adjusted to account for the effects during fiscal 2019 of the impact of acquisitions and dispositions including theSpin-Off, certain capital transactions (including capital stock repurchases) and the changes in foreign exchange rates from the rates used in setting the goal. The three-year cumulative EPS performance goal for the performance-based restrictive stock units granted under the 2017 LTIP was $11.32 (as adjusted) and the actual three-year cumulative EPS was $11.14 (as adjusted).On February 14, 2020, Mr. Bergman’s May 2016 Grant performance-based award vested. On March 6, 2020, the Company’s 2017 LTIP performance-based awards vested. Both awards vested with an achievement of 98.4% of the EPS performance goal and a payout awarded in shares of Company common stock equal to 83.9% of the original number of shares/units (adjusted for the effects of the Company’s 2017 Stock Split and theSpin-Off) underlying the award granted (based on target goal performance).

Benefits and Perquisites

The Company’s executive compensation program also includes benefits and perquisites. These benefits include annual matching contributions of up to 7% of base salary to executive officers’ 401(k) Plan accounts, annual allocations to the Company’s Supplemental Executive Retirement Plan (“SERP”) accounts, health benefits, annual executive health physicals, automobile allowances, and life insurance coverage.coverage, disability and business travel insurance. The Company also maintains a deferred compensation plan (the “Deferred Compensation Plan”) under which the Named Executive Officers may participate. The Company does not make any contributions to the Deferred Compensation Plan and all amounts outstanding under the Deferred Compensation Plan consist solely of participant contributions. The Company annually reviews these benefits and perquisites and makes adjustments as warranted based on competitive practices and the Company’s performance.

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A portion of the administrative services provided to Mr. Bergman has been determined to benon-business related and such portion is included in his taxable income as additional compensation. The administrative services include clerical and secretarial assistance designed primarily to minimize the amount of time Mr. Bergman devotes to administrative matters other than Company business, to provide opportunities for Mr. Bergman to undertake, among other things, philanthropic causes, social responsibility activities andnon-business-related leadership roles. The Compensation Committee has approved these benefits and perquisites as a reasonable component of the Company’s executive officer compensation program in light of historical and competitive market practices. (See the “All Other Compensation” column in the Summary Compensation Table.)

From time to time, the Company utilizes hourly leased aircraft to efficiently optimize management’s time for business travel. If seating is available, the Company permits an executive’s spouse or other guests to accompany the executive on the flight. In all cases, if the aircraft is used for personal purposes, the executive reimburses the Company the value of the personal usage of the aircraft at the greater of the imputed income under SEC rules and the Standard Industry Fare Level (SIFL) value under Internal Revenue Service regulations.

Pay Mix

We utilize the particular elements of compensation described above because we believe that it provides a well-proportioned mix of secure compensation, retention value andat-risk compensation which produces short-term and long-term performance incentives and rewards without encouraging inappropriate risk-taking by our executive officers. By following this approach, we provide the executive a measure of security with a minimum expected level of compensation, while motivating the executive to focus on business metrics that will produce a high level of short-term and long-term performance for the Company and its stockholders, and long-term wealth creation for the executive, as well as reducing the risk of recruitment of top executive talent by competitors. The mix of metrics used for our annual incentive program (i.e., the PIP and the Section 162(m) Cash Bonus Plan)PIP) and our annual LTIP likewise provides an appropriate balance between short-term financial performance and long-term financial and stock performance.

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For executive officers, the mix of compensation is weighted heavily towardat-risk pay (performance-based annual incentives and long-term incentives). Maintaining this pay mix results fundamentally in apay-for-performance orientation for our executives, which is aligned with our stated compensation philosophy of providing compensation commensurate with performance, while targeting pay at approximately the 50^th percentile of the competitive market.

Our pay mix has resulted in a team of long-tenured, seasoned managers who we believe have a strong commitment to the Company’s long-term performance.

Pay Levels and Benchmarking

Pay levels for executive officers are determined based on a number of factors, including the individual’s roles and responsibilities within the Company, the individual’s experience and expertise, the pay levels for peers within the Company, pay levels in the marketplace for similar positions and performance of the individual and the Company as a whole. The Compensation Committee is responsible for approving pay levels for the executive officers. In determining the pay levels, the Compensation Committee considers all forms of compensation and benefits.

The Compensation Committee assesses “competitive market” compensation using a number of sources. One of the data sources used in setting competitive market levels for the executive officers is the information publicly disclosed by a peer group of the Company, which is reviewed annually and may change from year to year. The peer group of companies is set by the Compensation Committee and consists of companies engaged in the distribution and/or manufacturing of healthcare products or industrial equipment and supplies. The Compensation Committee determines the peer group of companies based on the following considerations, among other things: (i) Standard Industrial Classification or SIC codes; (ii) Global Industry Classification System or GICS; (iii) companies identified by Hoover’s, Inc. as our peer companies; (iv) companies listed as peers by our current list of peer companies; and (v) company size, including, among other things size by market capitalization, revenue and number of employees. Based on such analysis, the Compensation Committee determined that the peer group of companies used for fiscal 2017 to be2019 should remain unchanged from the peer group used for fiscal 2018. Accordingly, the fiscal 2019 peer group includes the following companies: AmerisourceBergen Corporation, Cardinal Health, Inc., Community Health Systems, Inc., DaVita Inc., Dentsply Sirona Inc., Fastenal Company, Laboratory Corp. of America Holdings, MSC Industrial Direct Co., Inc., Owens & Minor, Inc., Patterson Companies, Inc., Quest Diagnostic, Inc. and W.W. Grainger, Inc. (the “2019 Peer Group”). At management’s direction, Willis Towers Watson, a professional services/human resources consulting company, prepares a survey containing the peer group analysis and comparative data for companies with revenues between $8 billion and $15 billion for the Company.Company (“WTW Survey”). This information is shared with the Compensation Committee and the Compensation Committee reviews such information with itsPearl Meyer, an independent compensation consultant, Pearl Meyer.consultant.

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After consideration of the data collected on external competitive levels of compensation and internal relationships within the executive group, the Compensation Committee makes decisions regarding individual executives’ target total compensation goals based on the need to attract, motivate and retain an experienced and effective management team.

Relative to the competitive market data, the Compensation Committee generally intends that the base salary, target annual incentive compensation and equity-based compensation for each executive will be at the median of the competitive market.

As noted above, notwithstanding the Company’s overall pay positioning objectives, pay goals for specific individuals vary based on a number of factors such as scope of duties, potential for advancement, tenure, institutional knowledge and/or difficulty in recruiting a new executive. Actual total compensation in a given year will vary above or below the target compensation levels based primarily on the attainment of operating goals and the creation of stockholder value.

In connection with the Company’s entering into of an amended and restated employment agreement with Mr. Bergman and grant of the September 2019 RSU Award, the Compensation Committee reviewed and evaluated a tally sheet detailing the proposed compensation package for Mr. Bergman (which included proposed payments provided in connection with active employment as well as with certain termination events) and a benchmarking analysis prepared by Pearl Meyer. This analysis benchmarked Mr. Bergman’s proposed total direct compensation against the 2019 Peer Group and the WTW Survey. For this purpose, Mr. Bergman’s proposed total direct compensation consisted of the following:

In evaluating Mr. Bergman’s proposed total direct compensation in connection with the Company entering into an amended and restated employment agreement with him, the Compensation Committee reviewed the WTW Survey and 2019 Peer Group data and determined that the September 2019 RSU Award was appropriate given that target total direct compensation, including the amortized value of the September 2019 RSU Award, was between the median and 75^th percentile of the 2019 Peer Group and well below the median of the WTW survey. Given theone-time special retention and incentive nature of the 2019 RSU Award in connection with the entering into of the amended and restated employment agreement, the Compensation Committee believes that including the amortized value of the 2019 RSU Award correctly and appropriately reflects how the award will be earned and recognizes that similar grants are not expected to made over the remaining term of Mr. Bergman’s amended and restated employment agreement. After consideration of the tally sheet, analysis and data relating to Mr. Bergman’s proposed compensation package, including the input from Pearl Meyer, as well as the Board’s and Compensation Committee’s goals of retaining and incentivizing Mr. Bergman, the Compensation Committee approved the Company’s entering into of the amended and restated employment agreement and grant of the September 2019 RSU Award. (See “Employment and Letter Agreements and Post Termination and Change in Control Arrangements” under “Executive and Director Compensation” for a discussion of the amended and restated employment agreement with Mr. Bergman.)

Conclusion

The level and mix of compensation that is finally decided upon by the Compensation Committee is considered within the context of both the objective data from our competitive assessment of compensation and performance, as well as discussion of the subjective factors as outlined above. The Compensation Committee believes that each of the compensation packages is within the competitive range of practices when compared to the objective comparative data even where subjective factors may have influenced the compensation decisions.

Post Termination and Change in Control

The Company believes that a strong, motivated management team is essential to the best interests of the Company and its stockholders. To that end, we have an employment agreement with Mr. Bergman (which includes a change in control provision) and we have had change in control agreements with certain executive officers (including the Named Executive Officers, other than Mr. Bergman,Bergman) since 2003, which were amended in 2012 to, among other things, eliminate thegross-up for excise taxes imposed by Section 4999 of the Code. These agreements provide for certain payments to be made upon

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termination of employment under certain circumstances, including if the executive’s employment is terminated by the Company without cause or by the executive for good reason

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within two years following a change in control of the Company. (See “Employment and Letter Agreements and Post Termination and Change in Control Arrangements” under “Executive and Director Compensation” for a discussion of these agreements.) The Company does not provide any taxgross-ups to our executive officers (other than for relocation expenses).

Stock Ownership Policy

The Board of Directors believes that, to align the interests of the executive officers, other executive management and directors of the Company with the interests of the stockholders of the Company, the executive officers, other executive management and directors should have a financial stake in the Company. The Nominating and Governance Committee adopted a policy requiring (i) the Company’s Chief Executive Officer to own equity in the Company equal to a minimum of six times his annual base salary, (ii) each executive officer or other executive management who reports directly to the Company’s Chief Executive Officer to own equity in the Company equal to a minimum of three times such executive officer’s annual base salary and (iii) each executive officer or other executive management who does not report directly to the Company’s Chief Executive Officer to own equity in the Company equal to a minimum of two times such person’s annual base salary; provided that executive officers and other executive management who do not report directly to the Company’s Chief Executive Officer will have two years from December 13, 2016salary (the effective date of the amended Stock“Minimum Ownership Policy where the minimum was increased from one times to two times annual base salary) to comply with the two times annual base salary minimum equity ownership requirement.Policy”). Newly appointed executive officers and or other executive management will have five years from the date of their appointment to comply with the Company’s stock ownership policy. Upon request, the Nominating and Governance Committee may consider whether exceptions should be made for any such person on whom this requirement would impose a financial hardship or for other appropriate reasons as determined by the Nominating and Governance Committee. Equity includes: shares of any class of capital stock; shares of vested restricted stock; unexercised vested options; vested shares of common stock held in such executive officer’s 401(k) Plan account; warrants or rights to acquire shares of capital stock; and securities that are convertible into shares of capital stock; provided that an amount equal to at least 20% of such person’s annual base salary must be owned by such person in the form of shares of common stock. The Stock Ownership Policystock ownership policy fornon-employee directors of the Company is set forth under “Executive and Director Compensation—Director Compensation for Fiscal 2017—2019—Stock Ownership Policy.”

Further, as a guideline, executive officers and other executive management may only sell up to 75% of the equity value above the ownership requirement. Also, an executive officer’s or other executive management’s equity in the Company may not be sold until such person satisfies the Company’s Stockstock ownership policy.

In February 2019, the Nominating and Governance Committee reviewed the impact of theSpin-Off on the stock ownership policy for executive officers and other executive management. The Nominating and Governance Committee approved, for atwo-year period commencing as of February 7, 2019 (the closing of theSpin-Off) and ending on February 7, 2021 (the second anniversary of the closing of theSpin-Off), the suspension of the Minimum Ownership Policy.Policy with respect to those executive officers and other executive management who would otherwise fail to satisfy the stock ownership policy solely as a result of theSpin-Off (it being understood that all other sections of the stock ownership policy continue in full force and effect following theSpin-Off).

All executive officers and other executive management are in compliance with the Company’s Stock Ownership Policy.stock ownership policy.

The Company also prohibits hedging or other derivative transactions and pledging of Company stock by its executive officers and other executive management.

Incentive Compensation Recoupment (Clawback) Policy

On March 1, 2016, upon recommendation of the Compensation Committee, the Board of Directors adopted a clawback policy, effective as of February 1, 2016, to allow the Company to recoup cash and equity incentive compensation awarded or granted after the policy’s effective date to Named Executive Officers and other executive officers and executive management designated by the Board of Directors. In the event a restatement of the Company’s financial statements is required due to material noncompliance with any accounting requirements, the recoupment applies to incentive compensation earned during the prior three-year period that is in excess of the amount that would have been paid or awarded had such incentive compensation been calculated based on the restatement results. The policy applies regardless of fault in the circumstances leading to the restatement.

Impact of Tax and Accounting

As a general matter, the Compensation Committee considers the various tax and accounting implications of compensation vehicles employed by the Company.

When determining amounts of long-term incentive grants to executives and employees, the Compensation Committee examines the accounting cost associated with the grants. Under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, grants of options, restricted stock/stock units and other share-based payments result in an accounting charge for the

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Company. The accounting charge is equal to the fair value of the awards being issued. For restricted stock/stock units, the cost is equal to the fair value of the stock on the date of grant multiplied by the number of shares/units granted. Nearly all equity grants since

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March 2009 have been awards of restricted stock/stock units. For options, the cost is equal to the Black-Scholes value on the date of grant multiplied by the number of shares or units granted. This expense is amortized over the requisite service period, or vesting period of the instruments. The Compensation Committee is mindful of the fact that, with respect to options, the accounting charge is not reversible should the option expire with a market price less than the exercise price.

Section 162(m) of the Code generally limits the deductibility of compensation paid in excess of $1,000,000$1 million in any taxable year paid to certain Named Executive Officers, subject to an exception for qualified performance-based compensation that was eliminated by recent tax reform legislation under the Tax Cuts and Jobs Act (the “TCJA”) for tax yearsof 2017 beginning on or after January 1, 2018. The TCJA also expanded the scope of “covered employees” whose compensation may be subject to this deduction limit by, among other things, including the principal financial officer.

It is the Compensation Committee’s policy to maximize the effectiveness of our executive compensation plans. Historically, we have structured certain components of our executive compensation program in a manner intended to be performance-based for purposes of Section 162(m) of the Code in order to preserve deductibility for federal income tax purposes, although the Compensation Committee may have grantednon-deductiblegenerally expects that compensation if it considered it appropriate and in the best interest of the Company. To date, grants under the Company’s Section 162(m) Cash Bonus Plan, option grants and awards of performance-based restricted stock/units have been generally intended to be performance-based under Section 162(m) of the Code; although grants under the PIP have been tiedpaid to the Company’s performance and are not intended to meet the requirements for performance-based compensation under Section 162(m)Named Executive Officers in excess of the Code. In light of the repeal of the performance-based exception to Section 162(m) of the Code, the Compensation Committee expects in the future to grant compensation, including compensation tied to performance, that may$1 million will not be deductible, subject to an exception for federal income tax purposes.compensation provided pursuant to a binding written contract in effect as of November 2, 2017 that has not been materially modified.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and based on the review and discussions, the Compensation Committee recommended to the Company’s Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s annual report on Form10-K.

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EXECUTIVE AND DIRECTOR COMPENSATION

Executive Officers

Our executive officers and their ages and positions as of April 2, 2018March 23, 2020 are:

The biographies for Messrs. Benjamin, Bergman, Breslawski, Mlotek and Paladino follow the table listing our directors under “Proposal 1—Election of Directors” set forth above. Biographies for our other executive officers are:

MICHAEL S. ETTINGERhas been with the Company since 1994, and in his current position as Senior Vice President, Corporate & Legal Affairs and Chief of Staff, and Secretary since 2015. He is also a member of our Executive Management Committee. Mr. Ettinger oversees all activities in the legal and regulatory functions, the work of the Company’s global communications team, government relations, and the operations of the Office of the CEO, including Henry Schein Cares, the Company’s global corporate social responsibility program. In addition, Mr. Ettinger manages the Company’s corporate secretary function. Prior to his current position, Mr. Ettinger served as Senior Vice President, Corporate & Legal Affairs and Secretary from 2013 to 2015; Corporate Senior Vice President, General Counsel & Secretary from 2006 to 2013; Vice President, General Counsel and Secretary from 2000 to 2006; Vice President and Associate General Counsel from 1998 to 2000 and Associate General Counsel from 1994 to 1998. Before joining the Company, Mr. Ettinger served as a senior associate with Bower & Gardner and as a member of the Tax Department at Arthur Andersen.

DAVID C. MCKINLEYhas been with the Company since 2005, and in his current position as Chief Commercial Officer of Henry Schein, Inc. and President of the Corporate Commercial Development Group since 2016. He is also a member of our Executive Management Committee. In his current position, Mr. McKinley is responsible for coordinating and leveraging the Company’s global brand and customer solutions across all of Henry Schein’s businesses. In his role as President, Corporate Commercial Development Group, he is also responsible for certain specialty businesses. Before assuming his current position, Mr. McKinley served as President, Medical Group from 2008 to 2016. The Company’s Medical Group serves physician offices, clinics, ambulatory surgery centers, clinical laboratories and other alternate care market segments. Previously, Mr. McKinley was President of Henry Schein Practice Solutions from 2006 to 2008 and the President of Dental Prosthetic Solutions from 2005 to 2006. Prior to joining the Company, Mr. McKinley served as the Group Executive for Olympus Medical North America, a market leader for medical and surgical instruments, endoscopes and imaging systems, and as General Manager for the Bard Urology and Bard Germany businesses. Mr. McKinley currently serves as Chairman of the Health Industry Distributors Association (HIDA) Education Foundation.

KAREN PRANGE has been with the Company since 2016 as Executive Vice President of Henry Schein, Inc. and Chief Executive Officer of the Global Animal Health, Medical and Dental Surgical Group. She is also a member of the Company’s Executive Management Committee. Before joining the Company in 2016, Ms. Prange was Senior Vice President and President, Urology and Pelvic Health at Boston Scientific Corporation since 2012, and a member of its executive committee. Previously, she held various positions of increasing responsibility for 17 years at Johnson & Johnson, most recently as General Manager of the Micrus Endovascular and Codman Neurovascular businesses, helping to grow various medical device businesses. Ms. Prange has a significant track record in delivering results through strategic change, market development, and global product innovation and commercialization. She is a member of The Committee of 200, an invitation-only membership organization of the world’s most successful women entrepreneurs and corporate innovators.

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WALTER SIEGEL has been with the Company since 2013 as Senior Vice President and General Counsel. He is also a member of our Executive Management Committee. Mr. Siegel directs the Company’s worldwide legal and regulatory functions and activities,

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advising the Company on a broad range of legal and regulatory matters affecting various business units, including, among other things, mergers and acquisitions, litigation, intellectual property, SEC reporting and regulatory diligence and compliance. He also manages input from outside counsel on corporate and litigation matters, and oversees and participates in drafting a broad range of commercial documents and contracts between the Company’s business units (and affiliates) and third parties. Mr. Siegel brings to the Company a diverse and wide background of legal expertise, including mergers and acquisitions, partnerships, securities, litigation and regulatory matters. From 2005 to 2012, Mr. Siegel held positions of increasing responsibility, including Senior Vice President, General Counsel and Secretary, for Standard Microsystems Corporation, a publicly traded global semiconductor company.

Other Executive Management

Other members of our executive management and their ages and positions as of April 2, 2018March 23, 2020 include:

Biographies for such other members of our executive management are:

JAMES A. HARDINGDAVID BROUS has been with the Company since 2000,2002 and in his current position as Senior Vice President, Strategic Business Units Group and Asia Pacific & Brazil Dental since 2019. In this capacity, Mr. Brous leads many of the Company’s manufacturing and specialty distribution businesses as well as the Asia Pacific and Brazil regions of Henry Schein, Inc., and Chief Executive Officer,Schein’s Global Practice Solutions Group since March 2018.Dental Distribution Group. He is also a member of our Executive Management Committee. Prior to holding his current position, Mr. Harding was Senior Vice PresidentBrous held many positions within the Company, including leading and managing the Corporate Chief Technology Officer since 2005.Business Development Group and the International Healthcare Group (managing our International Animal Health business, International Medical business and Australia/New Zealand Dental business). In his current position,role managing the Strategic Business Units, Mr. HardingBrous leads the Company’s portfolio of manufacturing and specialty businesses, including our Global Practice Solutions Group.orthodontics and endodontics platforms. He is also responsible for select joint ventures and other specialty projects. In his role managing Asia Pacific and Brazil regions, Mr. Harding was formerly Chief Information Officer at Olsten Corporation, a leading health care and staffing services company. Prior to Olsten, Mr. Harding workedBrous leads the Company’s distribution platforms for 20 years at Mobil Oil Corporation in various capacities including Chief Information Officer of the America’s Marketing & Refining Division and Director of Global IT Architecture.those markets.

PETER MCCARTHYBRAD CONNETThas been with the Company since 2010,1997, and in his current position as President Global Animal Healthof Henry Schein’s U.S. Medical Group, one of the nation’s leading providers of products and services to physician offices, urgent care clinics, retail clinics, freestanding emergency rooms, integrated delivery networks, ambulatory surgery centers, and other alternate care sites, since 2015.February 2019. He is also a member of our Executive Management Committee. In his current position, Mr. McCarthy oversees our animal health business, which spans 24 countries, including the United States, Australia, Brazil, Canada, China Malaysia, New Zealand, and 17 countries in Europe. Prior to holding his current position, Mr. McCarthy wasConnett held positions of increasing responsibility at the Company. Mr. Connett is responsible for leading the Medical group’s strategic direction, management and business performance, including sales, marketing, operations, business development and technology solutions. Throughout his career, he has received numerous industry honors, including the John F. Sasen Leadership Award from the Health Industry Distributors Association (HIDA) in recognition of his service to the industry, and induction into the Medical Distribution Hall of Fame by Repertoire Magazine.

JONATHAN KOCH has been with the Company since 2018 as Senior Vice President and Chief Executive Officer, Global Dental Group. He became Interim Chief Executive Officer of Henry Schein International Animal Health from 2012One in January 2020. He is also a member of our Executive Management Committee. He is responsible for overall leadership of the Global Dental Group, including strategic direction, management and business performance as well as sales, marketing, operations, business development and technology solutions. Mr. Koch brings to 2015 and President, Henry Schein Animal Health, Europe from 2010 to 2012.a significant track record in leading high-performing and high-profit teams and transforming businesses as company and industry dynamics redefine success. Before joining the Company, he was a senior executive at Laboratory Corporation of America Holdings (LabCorp), a leading health care diagnostics company. Prior to joining the Company, he served as Executive Vice President and Group President of Covance Clinical Development & Commercialization Services, leading more than 11,000 employees in over 60 countries. Prior to that, Mr. McCarthyKoch was employedExecutive Vice President and Group President of Covance Research and Development Laboratories. Prior to Covance, Mr. Koch spent nine years with Schering-Plough Animal Health (now Merck Animal Health), servingCharles River Laboratories in various roles of increasing responsibility and scope, ranging from functions such as Seniorfinance, contracts, proposal development to operating groups that included project management, clinical monitoring and medical affairs.

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LORELEI MCGLYNN has been with the Company since 1999, and in her current position as Senior Vice President, GlobalChief Human Resources and Financial OperationsOfficer since 2013. She is also a member of our Executive Management Committee. Since joining Henry Schein Inc. in 1999, Ms. McGlynn has served as Vice President, Global Human Resources and Financial Operations from 2008 to 2013, Chief Financial Officer, International Group and Vice President of Global Financial Operations from 2002 to 2008 and Vice President, Finance, North America from 1999 to 2002. Through these various roles with the Company, Ms. McGlynn attained significant global experience at Henry Schein’s operations around the world. In her current position, Ms. McGlynn is responsible for managing the Company’s Global Human Resources function, including recruiting,talent acquisition, organizational development, compensation, benefits and employee relations. In addition, Ms. McGlynn oversees Henry Schein’s Accounts Payable, Accounts Receivable and Payroll and Financial Inventory departments. In addition to managingday-to-day Global Human Resources and Financial Operations, Ms. McGlynn also leads and participates in numerous special projects, such as system integrations, software implementations, due diligence, Team Schein Member communications and global best practices. Prior to joining the Company, Ms. McGlynn served as Assistant Vice President of Finance at Adecco Corporation. Ms. McGlynn is a Certified Public Accountant, a Senior Professional in Human Resources (SPHR Certified).and a SPHR – Senior Certified professional.

BOB MINOWITZJAMES MULLINShas been with the Company since 1986,1988, and in his current position as Senior Vice President, Global Dental Merchandising and Business OperationsServices since January 2018. In his current position, Mr. Minowitz focuses on key strategic initiatives for the Global Dental Group including gross margin management, brand equity, key supplier strategy and cross-functional profit improvement.2019. He is also a member of our Executive Management Committee. Before assumingMr. Mullins is responsible for leading global supply chain, the U.S. customer service function, acquisitions and integration activity for Global Services, and partnering with the Company’s specialty manufacturing business leaders to share best practices across the organization. Prior to holding his current position, Mr. MinowitzMullins held a number of key roles withpositions of increasing responsibility throughoutat Henry Schein, including Global Chief Customer Service Officer.

CHRISTOPHER PENDERGASThas been with the Company includingsince 2018, and in his current position as Senior Vice President International Dental Group from 2012and Chief Technology Officer since 2019. He is also a member of our Executive Management Committee. Mr. Pendergast brings more than 30 years of experience leading large-scale global IT organizations for companies experiencing growth through acquisition, global expansion and implementing new business models. His expertise includes leading organizations through transformational change, connecting IT to 2017, with a focus on Europe, the Middle Eastneeds of the business, converting digital complexity into strategy and Africa (the EMEA region) from 2016 to 2017, President, Henry Schein European Dental Group from 2009 to 2012, President, Henry Schein Western Europe, Middle East and Pacific Regions from 2006 to 2009, Managing Director, Henry Schein U.K. Holdings, President Henry Schein Western Europe from 2004 to 2006 and President Henry Schein Europe from 2001 to 2004. Mr. Minowitz has played a key role in establishing Henry Schein’s international operations, from the Company’s initial European expansion in The Netherlands in 1990 and Spain in 1991, to more recent growth across Europe, Asia and Australasia. Throughout his career with Henry Schein, Mr. Minowitz has lived and worked in several countries throughout Europe.aligning IT costs. Prior to joining Henry Schein,the Company, Mr. Minowitz was a Senior Internal AuditorPendergast held global leadership roles, including Chief Technology Officer and Chief Information Officer, at Bristol-Myers Company.VSP Global, which provides access to eye care and eyewear. During his 10 year tenure at VSP Global, he drove strategy and continuous transformation, optimization and modernization initiatives. Prior to VSP Global, he served in roles of increasing responsibility at Natural Organics, Inc., IdeaSphere Inc./Twinlab Corporation, Rohm and Hass and IBM Corporation.

MICHAEL RACIOPPI has been with the Company since 1992, and in his current position as Senior Vice President, Chief Merchandising Officer since 2008. He is also a member of our Executive Management Committee. Prior to holding his current position, Mr. Racioppi served as President of the Medical Group from 2000 to 2008 and Interim President from 1999 to 2000, and Corporate Vice President from 1994 to 2008, with primary responsibility for the Medical Group, Marketing and Merchandising departments. Mr. Racioppi served as Senior Director, Corporate Merchandising from 1992 to 1994. He currently serves on the board of National Distribution and Contracting and he previously served on the board of the Healthcare Distribution Management Association and the Health Industry Distributors Association (HIDA). Before joining the Company, he was employed by Ketchum Distributors, Inc. as the Vice President of Purchasing and Marketing.

PAUL ROSERENÉ WILLI, PH.D.has been with the Company since 2001,2013, and in his current position as Senior Vice President, Global Supply ChainDental Surgical Group since 2013. He is also a member of our Executive Management Committee. Prior to holding his current position, Mr. Rosejoining Henry Schein, Dr. Willi held a number of keysenior level roles with Institut Straumann AG from 2005 to 2013, including as Executive Vice President, Surgical Business Unit. Prior to Straumann, he held roles of increasing responsibility throughout thein Medtronic Plc’s cardiovascular division from 2003 to 2005 and with McKinsey & Company including serving as Vice President, Global Supply Chaina management consultant from 20082000 to 2013, Vice President, Global Inventory Management from 2004 to 2008 and Vice President, Inventory Management, North America from 2001 to 2004. As Senior Vice President of Global Supply Chain, Mr. Rose is directly responsible for distribution, inventory and product mix to support the Company’s Global Dental, Medical, Animal Health and Lab businesses. Mr. Rose’s team generates over $7 billion in product purchases each year and maintains a robust level of inventory that enables the Company to service its customers with product fill rates of over 98% on a global basis. He is also responsible for working with the Company’s senior management team to establish and implement Worldwide Supply Chain procedures and guidelines. In addition to his Global Supply Chain responsibilities, he manages the Company’s Inventory Management team, which includes Purchasing and Product Data Management. Mr. Rose also manages the Global Distribution Services, Inbound and Outbound Transportation, EDI and Supplier Partnership Program. Additionally, he manages the Company’s Global Sourcing Team. He has also served on the Health Industry Distributions Association (HIDA) Supply Chain Advisory Council and as the National Wholesale Druggists’ Associations Pharmaceutical Market Committee Chairman.2003.

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Summary Compensation Table for Fiscal 2017,2019, Fiscal 20162018 and Fiscal 20152017

¹ Represents additional incentive compensation (i.e., bonus) that was awarded at the discretion of the Compensation Committee, except with respect to Ms. Prange, such amount represents a cash bonus paid, in accordance with her letter agreement, on her start date and on the first anniversary of her start date.Committee.

² Represents restricted stock/stock units valued based on the aggregate grant date fair value of the award computed in accordance with FASB ASC Topic 718. TheThese amounts shown in the table above do not necessarily reflect the actual value that may be realized by the Named Executive Officer upon vesting. Information regarding assumptions made in valuing the stock awards can be found in Note 1619 of the “Notes to Consolidated Financial Statements” included in Item 8 of our Annual Report on Form10-K for the year ended December 30, 2017,28, 2019, as filed with the SEC on February 21, 2018.20, 2020. The maximum payout percentage for the 20172019 LTIP awards ofis 150% for performance-based restricted stock units is 150% and the maximum payout percentage100% for the 2017 LTIP awards of time-based restricted stock units is 100%.units. (For Mr. Bergman such amount equals $5,250,000,$12,859,500, for Mr. Breslawski such amount equals $2,120,000,$2,268,400, for Messrs. Benjamin and Paladino and Ms. PrangeBenjamin such amount equals $1,987,500.$2,279,000 and for Mr. Mlotek such amount equals $2,158,425.)

³ Represents annual incentive compensation (i.e., bonus) paid under the PIP, or with respect to Mr. Bergman, under the Company’s Section 162(m) Cash Bonus Plan and the PIP. See “Compensation Structure—Pay Elements—Details—Annual Incentive Compensation” under the Compensation Discussion and Analysis for a description of the PIP and the Section 162(m) Cash Bonus Plan.PIP.

⁴ Includes a performance-based restricted stock unit award (three-year cliff vesting) with a grant date fair value of $3,500,000$3,198,000 granted on March 4, 20165, 2019 in connection with the Company’s annual equity grant under its LTIP. Also includes an inducement restricted stock unit award granted to Mr. Bergman’s May 2016 Grant which has aBergman on September 9, 2019 with an aggregate grant date fair value of $5,000,000 granted$6,450,000 in connection with the three-year renewal of Mr. Bergman’shis employment agreement with half awarded in the form of a performance-based restricted stock unit award and the other half awarded in the form of a time-based restricted stock unit award, with each such award scheduled to vest on December 31, 2019.award.

⁵ Includes the following: (i) $18,000$19,000 matching contribution under 401(k) Plan account; (ii) $15,850 in excess life insurance premiums; (iii) $78,568$83,090 in SERP contribution; (iv) $3,006$1,426 in excess business travel insurance; (v) $34,640 of$19,530 in personal commuting expenses for use of the Company’s car service; (vi) $176,129$156,221 for the cost of providing administrative services to Mr. BergmanBergman; (vii) $23,077 in legal fees incurred in connection with the negotiation of his amended and (vii) $250restated employment agreement and (viii) $300 for the cost of providing telephone services. The amount totaling $211,019$199,128 (under items (v), (vi), (vii) and (vii)(viii) above) was included on Mr. Bergman’sW-2 as additional compensation for which he is responsible for paying the applicable taxes. Pursuant to his employment agreement, Mr. Bergman is entitled to use of a Company automobile but Mr. Bergman did not use a Company automobile in fiscal 2017.

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2019.

⁶ For each of Messrs. Breslawski, Paladino, and Benjamin and Ms. Prange,Mlotek, includes the following: (i) $20,400 in automobile allowance; (ii) $18,000$19,000 in matching contribution under 401(k) Plan account; (iii) $946$409 in excess business travel insurance; (iv) $11,143, $8,791, $11,003$14,707, $9,282, $11,613 and $2,760,$9,282, respectively, in excess life insurance premiums; (v) $32,263, $21,650, $21,650$34,126, $22,915, $22,915 and $5,433,$22,915, respectively, in SERP contribution and (vi) $3,775 each for executive health exam costs except(other than Messrs. Breslawski and Mlotek). For Mr. Breslawski’s amount was $250. For Ms. Prange, such amount also includes $375 in relocation expenses and $220 in taxgross-up related to such relocation expenses. Mr. Paladino,Mlotek, such amount also includes a $5,000$2,500 service award payment for 3025 years of service with the Company.

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CEO Pay Ratio

As a result of the rules recently adopted by the SEC under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee, using certain permitted methodologies. To determineIn 2019, wespun-off our CEOanimal health business and believe that the resulting change in our employee population would result in a significant change in our pay ratio disclosure. Accordingly, we havere-identified our median employee for fiscal 2019, rather than using the same median employee used in preparing our fiscal year ended December 30, 2017 and fiscal year ended December 29, 2018 proxy ratios.

To determine our median employee, we utilized data as of October 1, 20172019 (the “Determination Date”). We examined the 20172019 total cash compensation, including base salary, overtime, bonus and commission (excluding benefits) for all individuals, excluding our CEO, who were employed by us on the Determination Date. We included all employees, whether employed on a full-time, part-time, seasonal or temporary basis. We calculated annual base salary based on a reasonable estimate of hours worked during 20172019 for hourly employees, and upon salary levels for the remaining employees. Other than the foregoing, we did not make any material assumptions, adjustments, or estimates with respect to total cash compensation. We annualized the total cash compensation for full-time employees who commenced work after January 1, 2017.2019. We excluded approximately 1,000800 employees from the following eightsix countries, which represents approximately 4.8%4.5% of the Company’s total employee population: Chile, China, Czech Republic, Malaysia, Poland,Hong Kong SAR, Mexico, Portugal South Africa, Taiwan and Thailand. For purposes of determining this exclusion, the Company had approximately 10,3008,900 U.S. employees and approximately 10,1009,200non-U.S. employees as of the Determination Date.

We used a valid statistical sampling approach to estimate the total cash compensation for our median employee by selecting an employee whose total cash compensation was at or near the value of the median employee’s compensation.

After identifying the median employee based on total cash compensation, we calculated total annual compensation for that employee and the CEO using the same methodology we use for our Named Executive Officers as set forth in the Summary Compensation Table in this proxy statement.Table. We also added the value of employer provided medical benefits and employer retirement contributions to both the CEO and the median employee compensation, as such benefits represent a significant component of our employees’ total compensation.

The median employee’s total annual compensation (including medical benefits and employer retirement contributions) in fiscal 20172019 was $71,304.$71,272. The CEO’s total annual compensation (including medical benefits and employer retirement contributions) in fiscal 20172019 was $7,226,785.$14,438,094. Therefore, for fiscal 2019, the ratio of CEO pay to median employee pay was 101:203:1.

The ratio of CEO pay to the pay of our median employee for fiscal 2019 was impacted by the specialone-time LTIP award of $6,450,000 granted to our CEO on September 9, 2019. As discussed in more detail above, thisone-time award was granted in connection with the entering into of our CEO’s amended and restated employment agreement in order to further incentivize and retain him. Excluding the impact of this specialone-time award, our CEO’s total annual compensation would have been $7,988,094, and the ratio of CEO pay to the pay of our median employee would have been 112:1.

Employment and Letter Agreements and Post Termination and Change in Control Arrangements

Employment Agreement with the Chief Executive Officer

The Company and Mr. Bergman entered into an amended and restated employment agreement which became effective as of December 31, 2016.August 8, 2019. The employment agreement, as amended and restated, is substantially similar to Mr. Bergman’s prior employment agreement which was scheduled to expire on December 31, 2016,2019, and includes the following revisions: (i) extending the term until December 31, 2019; (ii) clarifying certain provisions relating to relocation under the definition of “good reason” and the

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offset of health benefits where coverage from a subsequent employer is available; (iii) applying the restrictive covenants to the Company’s affiliates (in addition to the Company) and restricting certain other activities; (iv) adding an acknowledgement that any incentive compensation paid will be subject to the Company’s clawback policy, except that in the event of a change in control, only a clawback policy mandated by law or that recoups compensation due to certain types of misconduct will apply; and (v) providing for restricted stock unit awards described in greater detail below to entice Mr. Bergman to accept the terms of the amended and restated employment agreement.

The employment agreement provides for Mr. Bergman’s continued employment as our Chairman of the Board of Directors and Chief Executive Officer until December 31, 2019,2022, with successiveone-year extensions, provided we give at least six months’ notice of extension to Mr. Bergman, subject to his refusal within 90 days after notice of extension. The employment agreement consistent with the prior employment agreement, sets Mr. Bergman’s annual base salary at the annual rate of $1,180,000,$1,427,000 (consistent with his then current base salary), subject to increase from time to time. Mr. Bergman’s current base salary is $1,392,000. In addition, his employment agreement provides that the Compensation Committee will establish a target annual incentive compensation opportunity for Mr. Bergman which will be a percentage of base salary determined based on the achievement of performance goals. (See “Compensation Structure—Pay Elements—Details—Long-Term Equity-Based Awards” under the Compensation Discussion and Analysis for a discussion on stock awards. See “Compensation Structure—Pay Elements—Details—Annual Incentive Compensation” under the Compensation Discussion and Analysis for a discussion onnon-equity incentive plan compensation.) It also provides that Mr. Bergman will be entitled to participate in all benefit, welfare, perquisite, equity or similar plans, policies and programs generally available to our senior executive officers.

Pursuant to his employment agreement, if Mr. Bergman’s employment with us is terminated (i) by us without cause, (ii) by Mr. Bergman for good reason, (iii) as a result of his disability or (iv) as a result of anon-renewal of the employment term by us, Mr. Bergman will receive (a) all amounts then owed to him as salary, and(b) the incentive compensation due to Mr. Bergman, if any, for the last full fiscal year prior to termination (if not previously paid), (c) a pro rata portion of the incentive compensation payable for the year of termination (based on actual achievement of performance goals), (d) accrued and unpaid vacation pay, and (e) all amounts or benefits accrued and owed to him or his beneficiaries under the then applicable benefit plans, programs and policies of the Company.Company, with the amounts described under clauses (b) and (c) above payable subject to Mr. Bergman (or, in the event of his death, his heirs or estate) executing and not revoking a general release of claims (“Release Requirement”). In the event of Mr. Bergman’s death, these amounts will be paid to Mr. Bergman’s heirs or estate. In addition, in the event Mr. Bergman’s employment is terminated for the reasons above, other than due to death, Mr. Bergman will receive, as severance pay, subject to the Release Requirement, a lump sum equal to 200% of his then annual base salary plus 200% of his average annual incentive compensation paid or payable with respect to the immediately preceding three fiscal years (provided that, in the event Mr. Bergman’s employment is terminated following the end of the most recently completed fiscal year but prior to the payment of the annual incentive compensation for such year, solely for purposes of calculating this severance amount, the annual incentive compensation for the most recent fiscal year shall be the higher of target level of achievement and actual level of achievement), and a payment equal to the account balance or accrued benefit Mr. Bergman would have been credited with under each retirement plan maintained by us if we had continued contributions until the end of the year of the termination, less his vested account balance or accrued benefits under each retirement plan.

If Mr. Bergman’s employment is terminated for any reason other than for cause or due to his death, subject to the Release Requirement, Mr. Bergman shall also be entitled to an office comparable to that used by him prior to termination and related office support, including the services of one executive assistant until the last day of the second calendar year following his termination and, due to the deferred compensation rules under Section 409A of the Code, Mr. Bergman will receive a cash payment in lieu of office support benefits for the period from the last day of the second calendar year following his termination until the third anniversary of his termination. In addition, if Mr. Bergman’s employment is terminated for any reason other than for cause or due to his death, subject to the Release Requirement, Mr. Bergman shall be entitled to use of the Company’s car service and, at Mr. Bergman’s option, use of an automobile for a period of two years following his termination.

If Mr. Bergman resigns within two years following a change in control of the Company for good reason or if Mr. Bergman’s employment is terminated without cause within two years following a change in control or during a specified period in advance of a change in control, Mr. Bergman will receive, as severance pay and subject to the Release Requirement, in lieu of the foregoing, a pro rata portion of the annual incentive compensation payable for the year of termination (based on actual achievement of performance

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goals), 300% of his then annual base salary plus 300% of Mr. Bergman’s incentive compensation paid or payable with respect to whichever of the immediately preceding two fiscal years of the Company ending prior to the date of termination was higher, and a payment equal to the account balance or accrued benefit Mr. Bergman would have been credited with under each retirement plan maintained by us if we had continued contributions thereunder until the end of the year of the termination, less Mr. Bergman’s vested account balance or accrued benefits under each retirement plan upon a change in control.

If Mr. Bergman’s employment is terminated (i) by the Company without cause, by Mr. Bergman for good reason, due to Mr. Bergman’s retirement, or due to the Company choosing not to renew his employment term, in each case, within two years following a change in control andof the Company, or (ii) by the Company without cause during a specified period in advance of a Change in Control, then, subject to the Release Requirement, all unvested outstanding options, restricted stock units and shares of restricted stock shall become fully vested except that in(with any performance-vesting restricted stock units and shares of restricted stock vesting at the casetarget level of a termination during a specified period in advanceperformance) on the later of a change in control, Mr. Bergman will receive a cash payment equal to the difference between the consideration paid indate of the change in control of the Company and the strike pricetermination of Mr. Bergman’s forfeited options asemployment. For purposes of Mr. Bergman’s employment agreement and the date ofSeptember 2019 RSU Award, Mr. Bergman’s termination as provided in his employment agreement.will qualify for “retirement” only if Mr. Bergman and the Company mutually agree to Mr. Bergman’s “retirement” and the “retirement” date.

In the event Mr. Bergman’s employment is terminated for any reason other than for cause or due to his death following a change in control, subject to the Release Requirement, Mr. Bergman shall also be entitled to an office comparable to that used by him prior to termination and related office support, including the services of one executive assistant until the last day of the second calendar year following his termination, and due to the deferred compensation rules under Section 409A of the Code, Mr. Bergman will receive a cash payment in lieu of office support benefits for the period from the last day of the second calendar year following his termination until the fourth anniversary of his

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termination. In addition, in the event Mr. Bergman’s employment is terminated by us without cause, Mr. Bergman resigns for good reason or his employment term is not renewed following a change in control, subject to the Release Requirement, Mr. Bergman shall be entitled to use of the Company’s car service and, at Mr. Bergman’s option, use of an automobile until the last day of the second calendar year following his termination, and due to the deferred compensation rules under Section 409A of the Code, Mr. Bergman will receive a cash payment in lieu of the transportation benefit for the period from the last day of the second calendar year following his termination until the third anniversary of his termination. If any amounts owed to Mr. Bergman in connection with a change in control of the Company are subject to the excise tax imposed by Section 4999 of the Code, we willcut-back such amounts to a safe harbor limit so that the excise tax is not triggered, unless the netafter-tax value of the amounts due to Mr. Bergman after imposition of the excise tax would be greater (in which case no reduction will occur).

Unless his employment agreement is terminated for cause, subject to the Release Requirement, we will continue the participation of Mr. Bergman and his spouse in the health and medical plans, policies and programs in effect with respect to our senior executive officers and their families after the termination or expiration of his employment agreement, with coverage for Mr. Bergman and his spouse continuing until their respective deaths which may be reduced by any health and medical benefits that Mr. Bergman and his spouse become eligible to receive under any health and medical benefit plans of any subsequent employer. Such health and medical coverage may be provided pursuant to a fully-insured replacement policy or annual cash payments to obtain a replacement policy.

Mr. Bergman is subject to restrictive covenants, includingnon-solicitation,non-diversion andnon-compete provisions, while he is employed by us and for specified periods of time thereafter. Pursuant to such provisions in his employment agreement, Mr. Bergman shall not, directly or indirectly, engage in any activity competitive with the Company’s business or recruit, solicit or induce (or attempt to recruit, solicit or induce) any employee of, or consultant to, the Company or any of its affiliates to terminate their employment with the Company or any of its affiliates, or divert (or attempt to divert) any person or entity from doing business with the Company or any of its Affiliates or induce (or attempt to induce) any person or entity from ceasing to be a customer or other business partner of the Company or any of its affiliates, during Mr. Bergman’s employment term and (i) for one year thereafter if his employment is terminated (a) by us without cause, (b) by Mr. Bergman for good reason, (c) due to the Company choosing not to renew his employment term, or (c)(d) as a result of his disability, or (ii) until the later of (a) the second anniversary of the expiration of his employment term and (b) his termination date if such termination is by us for cause or due to Mr. Bergman terminating his employment by giving 180 days’ notice. We may, at our option, extend the initialone-year term of thenon-compete described by clause (i) above for an additional year if we provide Mr. Bergman notice of such extension no later than 180 days prior to expiration of the term and we pay Mr. Bergman his annual base salary in effect on his date of termination. Mr. Bergman is also subject to confidentiality provisions.

In order to enticeinduce Mr. Bergman to accept the terms of the amended and restated employment agreement (which included a three-year renewal of his employment term), entered into on August 8, 2019, the Compensation Committee offered Mr. Bergman aapproved the grant (referred to herein asof the May 2016 Grant)September 2019 RSU Award. The September 2019 RSU Award was comprised of two52,500 restricted stock unit awards under the 2013 Stock Incentive Plan, with an aggregate grant date fair value of $5,000,000 split equally between the two awards, (29,323 total shares), and which became effective on May 25, 2016 (the “2016 RSUs”), with one grantunits being awarded in the form of a performance-based restricted stock unit award (“Performance-Based RSU Award”) and the other grant52,500 restricted stock units being awarded in the form of a time-based restricted stock unit award (“Time-Based RSU Award”), each with a grant date the first business day following the 20th trading day after the employment agreement’s effective date (resulting in a September 9, 2019 grant date). Except with respect to pro rata vesting or full acceleration of the vesting of the 2016 RSUs as described below,September 2019 RSU Award that will apply in the event of certain termination events, the Performance-Based RSU Award will become vested on December 31, 2019,2022, subject to the attainmentachievement of

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performance goals that were set by the Compensation Committee in writing on February 23, 2017 and Mr. Bergman’s continued servicefirm employment through such date, and the Time-Based RSU Award will become vestedvest on December 31, 2019,2022, subject to Mr. Bergman’s continued serviceemployment through suchthat date. In the event of Mr. Bergman’s retirement, his resignation for good reason or termination by us without cause prior to December 31, 2019,2022, a pro rata portion of the 2016 RSUsSeptember 2019 RSU Award will vest as of Mr. Bergman’s termination of employment, subject to the achievement of the performance target with respect to the Performance-Based RSU Award, with the remaining 2016 RSUsSeptember 2019 RSU Award subject to the original vesting criteria and, in the case of Mr. Bergman’s retirement, compliance with the restrictive covenants included in his employment agreement through December 31, 2019.2022. In the event of Mr. Bergman’s death or disability, or in the event Mr. Bergman’s employment is terminated for any reason (other than by the Company for cause) within two years of a change in control of the Company, the 2016 RSUsSeptember 2019 RSU Award will become fully vested, and, in the case of the Performance-Based RSU Award, without regard to the achievement of the performance target. Once vested, the 2016 RSUsSeptember 2019 RSU Award will generally be settled within 30 days of the specified event except that upon certain terminations, the pro rata vested portion of 2016 RSUsSeptember 2019 RSU Award will be settled on thesix-month anniversary of termination of employment, with any remaining 2016 RSUsSeptember 2019 RSU Award that vest on December 31, 20192022 generally being settled within 30 days of December 31, 2019 or, if earlier, following a change in control.

Letter Agreement with the Executive Vice President of the Company and Chief Executive Officer of Global Animal Health, Medical and Dental Surgical Group

The Company and Ms. Prange entered into a letter agreement which became effective on her start date of May 17, 2016. The letter agreement sets Ms. Prange’s annual base salary at $650,000,2022, subject to review from time to time, and provides that she is eligible for an annual target bonus of up to $720,000, subject to her continued employment through the payment date. The target bonus for fiscal 2016 was paid in March 2017 and was guaranteed to be at least $720,000. After fiscal 2016, her goals, objectives and bonus targets

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will be developed by the Company on an annual, ongoing basis and will be subject to the terms and conditions of the applicable bonus plan or program, provided that the target will be no less than the 2016 target bonus, unless reduced pursuant to a plan generally applicable to senior management employees. (See “Compensation Structure—Pay Elements—Details—Annual Incentive Compensation” under the Compensation Discussion and Analysis for a discussion ofnon-equity incentive plan compensation.) She was also eligible to participate in the Company’s LTIP under the 2013 Stock Incentive Plan beginning in 2016 with the first annual LTIP grant having a grant date value of $1,000,000. Such grant was made on June 10, 2016. Future eligibility to participate in the LTIP is subject to the sole discretion of the Compensation Committee. She is also entitled to participate in the Company’s 401(k) plan and other benefit plans and programs, subject to the terms and conditions of the applicable plans and programs.

In connection with the hiring of Ms. Prange, the Company agreed to provide her with asign-on bonus andsign-on LTIP grant. The letter agreement provides for asign-on bonus divided into the following three installment payments, each subject to her continued employment up to the applicable date of each installment payment: (i) $400,000, payable on her start date; (ii) $800,000, payable on the first anniversary of her start date; and (iii) $500,000, payable on the second anniversary of her start date. If she leaves for any reason within 12 months of any applicable installment payment dates for any reason other than her termination for “good reason” or the Company’s termination of her employment without “cause”, she is obligated to reimburse the Company within 12 months of her termination for any and all installment payments made within the preceding 12 month period. The letter agreement also provided for the grant of asign-on LTIP with a grant date value of $1,300,000 in the form of restricted stock; 65% vests based on the achievement of performance goals determined by the Compensation Committee and a three year cliffaccelerated vesting schedule, subject to her continued active employment until the end of the three year period and 35% vests based on a four year cliff vesting schedule, subject to her continued active employment until the end of the four year period. Such grant was made on June 10, 2016.

Although Ms. Prange is employed by the Company on an“at-will” basis, if she is terminated by the Company without cause or she terminates with the Company for good reason, the letter agreement provides that, subject to her timely execution andnon-revocation of the Company’s customary release, she is entitled to receive as severance: (i) continued base salary for 12 months (except in the case of a good reason event that may only be triggered on or after the third anniversary of her start date, in which case the period is 18 months); (ii) subject to her timely election under COBRA, continued health coverage with a waiver of applicable COBRA premiums for the applicable severance period; (iii) a pro rata portion of any annual bonus at target level she would have earned from her termination date though the end of the severance period; (iv) full vesting of thesign-on LTIP grant; and (v) payment of any unpaid amounts of thesign-on bonus. If Ms. Prange is terminated due to “disability,” she is entitled to receive any unpaid, but earned annual bonus andsign-on bonus with respect to any such bonus relating to the year preceding the year in which she terminates due to disability and the pro rata portion of any such bonus for the year in which she terminates due to disability, provided, however, that she was employed for at least 25% of such year. Simultaneous with her hire date, Ms. Prange entered into a change in control agreement that provides severance and other entitlements in certain instancesterminations in connection with a change in control of the Company. (See “Employment and Letter Agreements and Post Termination and Change in Control Arrangements—Named Executive Officers Other than the Chief Executive Officer.”) In such case, the severance provided under the letter agreement ceases or severance provided under the change in control agreement is reduced by severance amounts paid under the letter agreement.

The letter agreement also provides that Ms. Prange agrees and acknowledges that her cash andnon-cash incentive compensation (other than her 2016 target bonus,sign-on bonus andsign-on LTIP), unless otherwise required by law, will be subject to the terms and conditions of the Company’s incentive compensation recoupment (clawback) policy. In connection with the entering into of the letter agreement, Ms. Prange also agreed to the terms and conditions of a confidentiality andnon-solicitation/non-compete agreement which, includes, among other things, confidentiality,non-solicitation,non-diversion andnon-compete provisions while she is employed by us and for specified periods of time thereafter (generally, 12 or 18 months following termination).described above.

Named Executive Officers Other than the Chief Executive Officer

We have entered into change in control agreements with the Named Executive Officers, other than Mr. Bergman, that provide that if the executive’s employment is terminated by us without cause or by the executive for good reason within two years following a change in control of the Company, we will pay and provide the executive with (i) the executive’s base salary (defined to include salary plus the executive’s annual automobile allowance and the Company’s contribution to the 401(k) Plan and SERP for the year prior to the change in control) through the termination date, (ii) severance pay equal to 300% of the sum of the executive’s base salary (as defined in (i)) and target bonus, (iii) a pro rata annual incentive compensation based on actual achievement for the year in which termination occurs, (iv) immediate vesting of all outstanding options, restricted or deferred stock/unit awards andnon-qualified retirement benefits, (v) elimination of all restrictions on any restricted or deferred stock/unit awards, (vi) settlement of all deferred compensation arrangements in accordance with the applicable plan and (vii) continued participation in all health and welfare plans for 24 months (provided that such coverage will terminate when the executive receives substantially equivalent coverage from a subsequent employer) at the same level of participation for each executive on the termination date, except that the health coverage may be provided pursuant to a fully-insured replacement policy or two annual cash payments to obtain a replacement policy. Notwithstanding the foregoing, if an executive’s employment is terminated by us without cause or by the executive for good reason, in

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either case, (i) within 90 days prior to a change in control or (ii) after the first public announcement of the pendency of the change in control, the executive will be entitled to the benefits described above. In the event any payments to the executive become subject to the excise tax imposed by Section 4999 of the Code, we willcut-back such amounts to a safe harbor limit so that the excise tax is not triggered, unless the netafter-tax value of the amounts due to the executive after imposition of the excise tax would be greater (in which case no reduction will occur).

Pursuant to the change in control agreements, the Named Executive Officers, other than Mr. Bergman (who is subject to restrictive covenants under his employment agreement as opposed to a change in control agreement), are also subject to restrictive covenants, such as confidentiality andnon-disparagement provisions. Additionally, during each Named Executive Officer’s employment and for a period of 24 months thereafter, each Named Executive Officer agreed that he or she will not, without the Company’s prior written consent, solicit our employees for employment.

TaxGross-Up Provisions

We do not provide any taxgross-ups to our executive officers (other than for relocation expenses).

Compensation Policies and Practices as they Relate to Risk Management

The Company conducted a risk assessment of its compensation policies and practices for all employees, including executive officers. The Compensation Committee reviewed the Company’s risk assessment process and results and determined that our compensation programs are not reasonably likely to have a material adverse effect on the Company.

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Post Termination and Change in Control Calculations

The amounts set forth in the table below represent amounts that would have been paid to the Named Executive Officers, pursuant to their employment/letter,employment, change in control and equity award agreements, if such Named Executive Officers’ employment was terminated on December 29, 201727, 2019 (the last business day of fiscal 2019) under the various scenarios set forth below or in connection with a change in control that occurred on such date.

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¹ Represents the value of restricted stock/stock units that would accelerate and vest, if any, on termination. In the case of time-based restricted stock/stock units, the value is calculated by multiplying the number of shares of restricted stock/stock units that accelerate by $66.58, the per share closing price of common stock on December 29, 2017.27, 2019. In the case of performance-based restricted stock/stock units, the value is calculated by multiplying the number of shares of restricted stock/stock units granted on the grant date (i.e., target award) by $66.58, the per share closing price of common stock on December 29, 2017.27, 2019. No unvested options are held by the Named Executive Officers. Since this Post Termination and Change in Control Calculations table represents amounts that would have been paid to the Named Executive Officers, pursuant to their employment, change in control and equity award agreements, if such Named Executive Officers’ employment was terminated on December 27, 2019.

²We do not provide any taxgross-ups to our executive officers (other than for relocation expenses).

³Does not include the vested SERP amounts for the Named Executive Officers. Such vested amounts are paid following a termination of employment (subject to a six month delay in certain instances) or within 30 days following a change in control. Also does not include the amounts for the Named Executive Officers under the Company’s Deferred Compensation Plan, all of which are fully vested and consist solely of participant contributions. Such vested amounts become payable upon a termination of employment as a result of death or disability in a lump sum cash payment within sixty60 days after such employment termination. Such vested amounts also become payable in a lump sum cash payment within 60 days following a change in control. (See “Nonqualified Compensation for Fiscal 2017”2019” tables for additional disclosure regarding these vested amounts.)

⁴The Company will have no further obligation to Mr. Bergman, except payment of his vested SERP and Deferred Compensation Plan account balances.

⁵Includes (i) health and welfare coverage for Mr. Bergman and his wife until death and (ii) use of the Company’s car service, office space and administrative assistance provided to Mr. Bergman for two years (as well as a cash payment in lieu of office support services from the last day of the second calendar year following termination until the third anniversary of termination). Under his employment agreement, Mr. Bergman may resign without good reason and still be entitled to these benefits so long as he resigns upon providing 180 days’days prior written notice to the Company.

⁶ Includes (i) annual incentive compensation payable for the year of termination based on achievement of performance goals, (ii) amake-up pension payment, calculated as the value of the excess of (a) the fully vested value of benefits to Mr. Bergman under existing retirement plans (including the Company’s 401(k) and SERP plans), assuming additional credit for the period from the termination date through the immediately succeeding December 31 over (b) his vested accrued benefits as of the termination date (such excess, if any, the“Make-Up Pension Payment”), (iii) 200% current base annual salary, (iv) 200% average annual incentive compensation paid in the previous three years, (v) health and welfare coverage for Mr. Bergman and his wife until death and (vi) use of the Company’s car service, office space and administrative assistance provided to Mr. Bergman for two years (as well as a cash payment in lieu of office support services from the last day of the second calendar year following termination until the third anniversary of termination). Mr. Bergman is also entitled to receive pro rata vesting of his May 2016 Grant ofSeptember 2019 performance-based restricted stock unitsunit award as of his termination date, as well as continued vesting of such award following his termination date through December 31, 20192022 based on achievement of the performance goal. As of December 29, 2017,27, 2019, the value of the pro rata vesting is $2,049,021,$317,768, and the present value of the full vesting after December 29, 201727, 2019 and until December 31, 20192022 is $2,008,541,$2,991,043 in each case assuming the performance target is achieved. In addition, Mr. Bergman is entitled to receive pro rata vesting of his May 2016 Grant ofSeptember 2019 time-based restricted stock unitsunit award as of his termination date, as well as deemed vesting of such award on December 31, 2019.2022. As of December 29, 2017,27, 2019, the value of the pro rata vesting is $2,049,161,$317,768 and the present value of full vesting after December 29, 201727, 2019 and until December 31, 2022 is $2,991,043. Mr. Bergman is also entitled to receive pro rata vesting of his May 2016 Grant, as well as continued vesting of such award following his termination date through December 31, 2019 is $2,008,678.

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⁷Includes (i) health and welfare coverage for Mr. Bergman and his wife until death and (ii) use of the Company’s car service, office space and administrative assistance provided to Mr. Bergman for two years (as well as a cash payment in lieu of office support services from the last day of the second calendar year following termination until the third anniversary of termination). Mr. Bergman is also entitled to receive pro rata vesting of his May 2016 Grant ofSeptember 2019 performance-based restricted stock unitsunit award as of his termination date, as well as continued vesting of such award following his termination date through December 31, 20192022 based on achievement of the performance goal.goal and subject to his compliance with restrictive covenants in his employment agreement. As of December 29, 2017,27, 2019, the value of the pro rata vesting is $2,049,021,$317,768, and the present value of the full vesting after December 29, 201727, 2019 and until December 31, 20192022 is $2,008,541,$2,991,043 in each case assuming the performance target is achieved. In addition, Mr. Bergman is entitled to receive pro rata vesting of his May 2016 Grant ofSeptember 2019 time-based restricted stock unitsunit award as of his termination date, as well as deemed vesting of such award on December 31, 2019. As of December 29, 2017, the value of the pro rata vesting is $2,049,161, and the present value of full vesting after December 29, 2017 and until December 31, 2019 is $2,008,678,2022, subject to his compliance with restrictive covenants in his employment agreement. As of December 27, 2019, the value of the pro rata vesting is $317,768 and the present value of full vesting after December 27, 2019 and until December 31, 2022 is $2,991,043. Mr. Bergman is also entitled to receive pro rata vesting of his May 2016 Grant, as well as continued vesting of such award following his termination date through December 31, 2019 (with the performance-based portion vesting based on actual achievement of the performance goals, subject to his compliance with restrictive covenants in his employment agreement). As of December 27, 2019, the value of the pro rata vesting was $3,892,782. On February 14, 2020, Mr. Bergman’s May 2016 Grant performance-based award vested with an achievement of 98.4% of the EPS performance goal and a payout awarded in shares of Company common stock equal to 83.9% of the original number of restricted share units (adjusted for the effects of the Company’s 2017 Stock Split and theSpin-Off) underlying the award.

⁸Includes (i) annual incentive compensation payable for the year of termination based on achievement of performance goals, (ii) theMake-Up Pension Payment, (iii) pro rata vesting of all restricted stock/stock units granted in 2015, 20162017, 2018 and 20172019 from the date of grant through to the date of employment termination over 1,095 days, the May 2016 Grant of performance- basedSeptember 2019 performance-based restricted stock unitsunit grant and the May 2016 Grant ofSeptember 2019 time-based restricted stock units,unit grant, full vesting of such awards as of employment termination date (with the September 2019 performance-based restricted stock unit vesting at target level of performance), (iv) full vesting of the May 2016 Grant of(with the performance-based restricted stock unitsportion vesting at target)target level of performance), (iii)(v) 200% current base annual salary, (iv)(v) 200% average annual incentive compensation paid in the previous three years, (v)(vi) health and welfare coverage for Mr. Bergman and his wife until death and (vi) use of the Company’s car service, office space and administrative assistance provided to Mr. Bergman for two years (as well as a cash payment in lieu of office support services from the last day of the second calendar year following termination until the third anniversary of termination).

⁹Includes (i) a pro rata portion of the annual incentive compensation payable for the year of termination based on achievement of performance goals, (ii) 300% current base annual salary, (iii) 300% of highest annual incentive compensation paid in the previous two years, (iv) vesting of any unvested outstanding options and sharesequity awards (with any performance-based equity awards vesting at target level of restricted stock/units,performance), (v) health and welfare coverage for Mr. Bergman and his wife until death, (vi) use of the Company’s car service for two years (as well as a cash payment in lieu of such services from the last day of the second calendar year following termination until the third anniversary of termination), (vii) theMake-Up Pension Payment and (viii) office space and administrative assistance for two years (as well as a cash payment in lieu of such services from the last day of the second calendar year following termination until the fourth anniversary of termination). With respect to the acceleration and continuation of equity awards, this includes amounts payable on a resignation or a Company termination (other than for cause) within two years after a change in control. If any amounts owed to Mr. Bergman in connection with a change in control of the Company are subject to the excise tax imposed by Section 4999 of the Code, we will cut back such amounts to a safe harbor limit so that the excise tax is not triggered, unless the netafter-tax value of the amounts due after imposition of the excise tax would be greater (in which case no reduction will occur).

¹⁰Includes the payments and benefits described in footnote 7 above, except that all of Mr. Bergman’s outstanding equity awards will fully vest (with any performance-based equity awards vesting at target level of performance). If any amounts owed to Mr. Bergman in connection with a change in control of the Company are subject to the excise tax imposed by Section 4999 of the Code, we will cut back such amounts to a safe harbor limit so that the excise tax is not triggered, unless the netafter-tax value of the amounts due after imposition of the excise tax would be greater (in which case no reduction will occur).

¹¹Includes (i) annual incentive compensation payable for the year of termination based on achievement of performance goals, (ii) pro rata vesting of all restricted stock/stock units granted in 2015, 20162017, 2018 and 20172019 from the date of grant through to the date of employment termination over 1,095 days, and with respect to the May 2016 Grant ofSeptember 2019 performance-based restricted stock unitsunit grant and the May 2016 Grant ofSeptember 2019 time-based restricted stock units,unit grant, full vesting of such award as of employment termination date (with the May 2016 Grant ofSeptember 2019 performance-based restricted stock units vesting at target)target of performance), (iii) full vesting of the May 2016 Grant (with the performance-based portion vesting at target level of performance) and (iii)(iv) health and welfare coverage for Mr. Bergman’s wife until death.

¹¹¹²Includes (i) annual incentive compensation payable for the year in which termination occurs based on achievement of performance goals, (ii) 300% current annual salary (defined to include salary plus the executive’s annual automobile allowance and the Company’s contribution to the 401(k) Plan and SERP plan for the full year preceding the change in control), (iii) 300% annual incentive compensation at target level in the year of termination, (iv) any unvested outstanding shares of restricted stock/stock units become fully vested (assuming performance-based restricted stock/stock units achievement at target level) and (v) health and welfare continuation of plans for 24 months following termination or until coverage with subsequent employer begins. If any amounts owed to Messrs. Breslawski, Paladino, Benjamin and/or Benjamin or Ms. PrangeMlotek in connection with a change in control of the Company are subject to the excise tax imposed by Section 4999 of the Code, we will cut back such amounts to a safe harbor limit so that the excise tax is not triggered, unless the netafter-tax value of the amounts due after imposition of the excise tax would be greater (in which case no reduction will occur).

¹²¹³In the event of any termination of employment due to death or disability, the Named Executive Officers (other than Mr. Bergman, whose termination arrangement is discussed above) are entitled to 100% acceleration of their respective time-based restricted stock/stock units granted in, 2016, 2017 2018 and 2019 and pro rata vesting of their respective performance-based restricted stock/stock units granted in 2015, 20162017, 2018 and 2017 (as applicable) from2019 (from the date of grant through to the date of employment termination over 1,095 days.

¹³ In the case of death, the cash payment to Ms. Prange’s beneficiaries would be $0. In the case of disability, Ms. Prange’s letter agreement provides that she is entitled to receive any unpaid, but earned annual bonus andsign-on bonus with respect to: (i) any such bonus relating to the year preceding the year in which she terminates due to disability; and (ii) the pro rata portion of any such bonus for the year in which she terminates due to disability (i.e., $738,379 annual bonus); provided, however, that she was employed for at least 25% of such year. The disability payment amount (i.e., $738,379) has been reduced by thesign-on bonus amount (i.e., $800,000) that Ms. Prange would have been required to repay the Company per the terms of her letter agreement described above and therefore the amount reported in the table above in the case of disability is $0.

¹⁴ Includes (i) continued base salary for 12 months following termination, (ii) a pro rata portion of any annual bonus at target level Ms. Prange would have earned during the severance period, (iii) payment of any unpaid amounts of thesign-on bonus(i.e., $500,000 otherwise payable on May 17, 2018), (iv) the value of continued health coverage for 12 months following termination and (v) the value of restricted stock of Ms. Prange’ssign-on LTIP that would accelerate and vest, if any, on termination (in the case of time-based restricted stock, the value is calculated by multiplying the number of shares of restricted stock that accelerate by the per share closing price of common stock on December 29, 2017 and in the case of performance-based restricted stock, the value is calculated by multiplying the number of shares of restricted stock granted on the grant date (i.e., target award) by the per share closing price of common stock on December 29, 2017)days).

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Other Information Related to Summary Compensation Table

Stock Awards and Option Awards

See “Compensation Structure—Pay Elements—Details—Long—Term Equity-Based Awards” under the Compensation Discussion and Analysis for a discussion on stock awards and option awards. We did not grant Named Executive Officers options in fiscal 2019.

Non-Equity Incentive Plan Compensation

See “Compensation Structure—Pay Elements—Details—Annual Incentive Compensation” under the Compensation Discussion and Analysis for a discussion onnon-equity incentive plan compensation.

Change in Pension Value andNon-Qualified Deferred Compensation Earnings

For employees of the Company, including Named Executive Officers, we do not maintain a qualified defined benefit plan.

We maintain a Supplemental Executive Retirement Plan for certain eligible participants who are not able to receive the full Company matching contribution under our 401(k) Plan due to certain Internal Revenue Service limits. The SERP provides for various vesting percentages based on service with the Company. Vesting will also occur upon a participant’s death, disability or attainment of age 65 or upon a change in control, in each case, while employed. Investment return on the contributions is generally equal to the earnings and losses that would occur if 40% of the contributions were invested in the Company stock fund under our 401(k) Plan and 60% were invested equally among the other investment alternatives available under our 401(k) Plan. Effective January 1, 2014, the SERP was amended to allow participants to direct the hypothetical investments of their deferral accounts subject to certain restrictions applicable to investments in the Company stock fund. A participant’s vested SERP benefit is paid following a termination of employment (subject to a six month delay in certain instances) or a change in control.

We also maintain a Deferred Compensation Plan pursuant to which our Named Executive Officers are eligible to participate. We do not make any contributions to the Deferred Compensation Plan and the amounts under the plan consist entirely of participant contributions and are fully vested. The amounts under the Deferred Compensation Plan may become payable during employment upon designated fixed payment dates or following a termination of employment (subject to a six month delay in certain instances) or a change in control of the Company.

All Other Compensation

See “Compensation Structure—Pay Elements—Details–Benefits and Perquisites” under the Compensation Discussion and Analysis for a discussion on all other compensation.

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Grants of Plan-Based Awards for Fiscal 20172019