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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrantþ
Filed by a Party other than the Registranto
Check the appropriate box:
o | Preliminary Proxy Statement | |||
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||
þ | Definitive Proxy Statement | |||
o | Definitive Additional Materials | |||
o | Soliciting Material Pursuant to §240.14a-12 |
HENRY SCHEIN, INC.
Payment of Filing Fee (Check the appropriate box):
þ | No fee required. | |||
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(4) | Date Filed: |
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1. | To consider the election of 13 directors of the Company for terms expiring in 2006. | |
2. | To consider and act upon a proposal to approve the extension of the Henry Schein, Inc. Section 162(m) Cash Bonus Plan (formerly known as the 2001 Henry Schein, Inc. Section 162(m) Cash Bonus Plan) including the material terms of the performance goals under the plan. | |
3. | To consider and act upon a proposal to amend the Company’s Certificate of Incorporation to increase the number of shares of common stock that the Company is authorized to issue. | |
4. | To consider the ratification of the selection of BDO Seidman, LLP (“BDO Seidman”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2005. | |
5. | To transact such other business as may properly come before the meeting or any adjournments or postponements thereof. |
STANLEY M. BERGMAN | |
Chairman, Chief Executive Officer and President |
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Shares Beneficially Owned | ||||||||
Percent of | ||||||||
Names and Addresses(1) | Number | Class | ||||||
Barry J. Alperin(2) | 77,750 | * | ||||||
Gerald A. Benjamin(3) | 185,536 | * | ||||||
Stanley M. Bergman(4) | 1,300,705 | 1.5 | % | |||||
James P. Breslawski(5) | 359,475 | * | ||||||
Paul Brons(6) | 500 | * | ||||||
Dr. Margaret A. Hamburg(7) | 11,417 | * | ||||||
Pamela Joseph(8) | 197,740 | * | ||||||
Donald J. Kabat(9) | 70,750 | * | ||||||
Philip A. Laskawy(10) | 37,750 | * | ||||||
Norman S. Matthews(11) | 43,150 | * | ||||||
Mark E. Mlotek(12) | 151,422 | * | ||||||
Steven Paladino(13) | 319,315 | * | ||||||
Marvin H. Schein(14) | 103,649 | * | ||||||
Irving Shafran and Judith Shafran, as Trustees(15) | 1,500,000 | 1.7 | % | |||||
Dr. Louis W. Sullivan(16) | 17,083 | * | ||||||
FMR Corp.(17) | 6,914,280 | 8.0 | % | |||||
Neuberger Berman, Inc.(18) | 5,441,412 | 6.3 | % | |||||
T. Rowe Price Associates, Inc.(19) | 7,349,800 | 8.5 | % | |||||
Directors and Executive Officers as a Group(19 persons)(20) | 4,764,913 | 5.5 | % |
* | Represents less than 1%. |
(1) | Unless otherwise indicated, the address for each person is c/o Henry Schein, Inc., 135 Duryea Road, Melville, New York 11747. | |
(2) | Includes outstanding options to purchase 73,750 shares that either are exercisable or will become exercisable within 60 days. | |
(3) | Includes outstanding options to purchase 171,281 shares that either are exercisable or will become exercisable within 60 days and 2,935 shares of the Company held in a 401(k) account. | |
(4) | Represents (i) 11,862 shares that Mr. Bergman owns directly and over which he has sole voting and dispositive power, (ii) 3,709 shares of the Company held in a 401(k) account and (iii) 1,285,134 shares over which Marion Bergman, Mr. Bergman’s wife, Lawrence O. Sneag and/or Mr. Bergman’s sons have sole or shared voting and dispositive power as trustee or co-trustee under certain trusts established by Mr. Bergman for his benefit, the benefit of his family members or the benefit of certain other persons. Of the 1,300,705 shares attributed to Mr. Bergman, he disclaims beneficial ownership with respect to 5,100 shares held in trust by his sons for the benefit of the Greenidge family. | |
(5) | Includes outstanding options to purchase 178,833 shares that either are exercisable or will become exercisable within 60 days and 3,038 shares of the Company held in a 401(k) account. |
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(6) | Appointed to the Board on April 8, 2005. | |
(7) | Includes outstanding options to purchase 10,417 shares that either are exercisable or will become exercisable within 60 days. | |
(8) | Ms. Joseph is an existing director not seeking re-election to the Board. | |
(9) | Includes outstanding options to purchase 68,750 shares that either are exercisable or will become exercisable within 60 days. |
(10) | Represents 4,000 shares owned indirectly and outstanding options to purchase 33,750 shares that either are exercisable or will become exercisable within 60 days. |
(11) | Includes outstanding options to purchase 33,750 shares that either are exercisable or will become exercisable within 60 days. |
(12) | Represents 800 shares owned by family members, options to purchase 148,197 shares that either are exercisable or will become exercisable within 60 days and 1,625 shares of the Company held in a 401(k) account. |
(13) | Includes outstanding options to purchase 303,667 shares that either are exercisable or will become exercisable within 60 days and 2,928 shares of the Company held in a 401(k) account. |
(14) | Includes 3,649 shares of the Company held in a 401(k) account. |
(15) | Represents shares held in a trust established by Pamela Schein, of which Mr. Shafran and Ms. Shafran are co-trustees. Mr. Shafran and Ms. Shafran, as trustees, have the power to vote and dispose of such shares. Ms. Schein has the power to vote and dispose of such shares upon her revocation of the trust. Mr. Shafran is an existing director not seeking re-election to the Board. |
(16) | Includes outstanding options to purchase 16,583 shares that either are exercisable or will become exercisable within 60 days. |
(17) | The principal office of FMR Corp. is 82 Devonshire Street, Boston, Massachusetts 02109. The foregoing information regarding the stock holdings of FMR Corp. and its affiliates is based on an amended Schedule 13G filed by FMR Corp. with the SEC on February 17, 2005. |
(18) | The principal office of Neuberger Berman, Inc. is 605 Third Ave., New York, New York 10158-3698. The foregoing information regarding the stock holdings of Neuberger Berman, Inc. and its affiliates is based on an amended Schedule 13G filed by Neuberger Berman, Inc. with the SEC on February 13, 2005. |
(19) | The principal office of T. Rowe Price Associates, Inc. (“Price Associates”) is 100 East Pratt Street, Baltimore, Maryland 21202. These securities are owned by various individual and institutional investors which Price Associates serves as investment adviser with power to direct investments and/or sole power to vote the securities. For purposes of the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities. The foregoing information regarding the stock holdings of Price Associates and its affiliates is based on amended Schedule 13Gs filed by Price Associates with the Securities and Exchange Commission (the “SEC”) on February 11, 2005. |
(20) | Includes (i) all shares described in the table held by the Directors and the Named Executive Officers, (ii) all options to purchase shares held by the Directors and the Named Executive Officers described in the preceding notes and (iii) options to purchase 383,833 shares that either are exercisable or will become exercisable within 60 days and 15,400 shares that are held by executive officers that are not Named Executive Officers, 8,622 of which are held in a 401(k) account. |
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Name | Age | Position | ||||
Stanley M. Bergman | 55 | Chairman, Chief Executive Officer, President and Director | ||||
Gerald A. Benjamin | 52 | Executive Vice President, Chief Administrative Officer and Director | ||||
James P. Breslawski | 51 | Executive Vice President and Director | ||||
Mark E. Mlotek | 49 | Executive Vice President and Director | ||||
Steven Paladino | 48 | Executive Vice President, Chief Financial Officer and Director | ||||
Barry J. Alperin | 64 | Director | ||||
Paul Brons | 64 | Director | ||||
Dr. Margaret A. Hamburg | 50 | Director | ||||
Donald J. Kabat | 69 | Director | ||||
Philip A. Laskawy | 64 | Director | ||||
Norman S. Matthews | 72 | Director | ||||
Marvin H. Schein | 63 | Director | ||||
Dr. Louis W. Sullivan | 72 | Director |
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• | The needs of the Company with respect to the particular talents, expertise and diversity of its directors; | |
• | The knowledge, skills, reputation and experience of nominees, including experience in business or finance, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board; | |
• | Familiarity with businesses similar or analogous to the Company; and | |
• | Experience with accounting rules and practices, and corporate governance principles. |
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Number of Securities | ||||||||||||
Remaining Available | ||||||||||||
for Future Issuance | ||||||||||||
Under Equity | ||||||||||||
Number of Securities to | Weighted-Average | Compensation Plans | ||||||||||
be Issued Upon Exercise | Exercise Price of | (Excluding | ||||||||||
of Outstanding Options, | Outstanding Options, | Securities Reflected | ||||||||||
Warrants and Rights | Warrants and Rights | in Column (A)) | ||||||||||
Plan Category | (A) | (B) | (C) | |||||||||
Equity compensation plans approved by security holders | 8,996,823 | $ | 22.10 | 5,263,275 | ||||||||
Equity compensation plans not approved by security holders(1) | 50,000 | $ | 20.41 | 0 | ||||||||
Total | 9,046,823 | $ | 22.09 | 5,263,275 |
(1) | Includes options issued pursuant to the Company’s 2001 Non-Employee Director Incentive Plan. In 2001, the Board of Directors approved the 2001 Non-Employee Director Incentive Plan. The 2001 Non-Employee Director Incentive Plan provides a means for non-employee directors to receive options to purchase the Company’s common stock. The terms of the 2001 Non-Employee Director Incentive Plan are substantially identical to the 1996 Non-Employee Director Stock Incentive Plan described above, except for the number of shares reserved for issuance and only the 1996 Non-Employee Director Stock Incentive Plan provides for the discretionary grant of “other stock based awards” (in addition to options). Since the adoption of the 1996 Non-Employee Director Stock Incentive Plan, the Company has only granted options to its directors and has not granted any “other stock based awards.” There are no additional shares available for issuance under the 2001 Non-Employee Director Incentive Plan. |
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Long-Term | |||||||||||||||||||||||||
Compensation | |||||||||||||||||||||||||
Awards | |||||||||||||||||||||||||
Annual Compensation | Other Annual | Securities | All Other | ||||||||||||||||||||||
Compensation | Underlying | Compensation | |||||||||||||||||||||||
Name and Principal Position | Year | Salary ($) | Bonus ($) | ($)(1) | Options (#) | ($)(2) | |||||||||||||||||||
Stanley M. Bergman | 2004 | 830,000 | 900,000 | 71,517 | — | 62,340 | |||||||||||||||||||
Chairman, Chief Executive | 2003 | 800,000 | 1,250,000 | 62,577 | — | 58,387 | |||||||||||||||||||
Officer and President | 2002 | 634,000 | 1,123,242 | 55,400 | — | 45,836 | |||||||||||||||||||
James P. Breslawski | 2004 | 397,500 | 330,000 | 20,295 | 50,000 | 26,539 | |||||||||||||||||||
Executive Vice President | 2003 | 383,000 | 375,000 | 18,874 | 50,000 | 24,528 | |||||||||||||||||||
2002 | 365,000 | 230,000 | 16,800 | 46,000 | 22,850 | ||||||||||||||||||||
Steven Paladino | 2004 | 371,500 | 230,000 | 20,448 | 52,000 | 28,287 | |||||||||||||||||||
Executive Vice President and | 2003 | 358,000 | 275,000 | 18,874 | 52,000 | 26,529 | |||||||||||||||||||
Chief Financial Officer | 2002 | 341,500 | 245,000 | 16,800 | 52,000 | 24,854 | |||||||||||||||||||
Gerald A. Benjamin | 2004 | 368,500 | 245,000 | 20,448 | 50,000 | 28,735 | |||||||||||||||||||
Executive Vice President and | 2003 | 355,000 | 275,000 | 18,874 | 50,000 | 27,082 | |||||||||||||||||||
Chief Administrative Officer | 2002 | 338,500 | 245,000 | 16,800 | 46,000 | 25,151 | |||||||||||||||||||
Mark E. Mlotek | 2004 | 382,153 | 235,000 | 20,448 | 50,000 | 28,006 | |||||||||||||||||||
Executive Vice President | 2003 | 341,000 | 275,000 | 18,874 | 50,000 | 25,264 | |||||||||||||||||||
2002 | 324,500 | 200,000 | 16,800 | 38,000 | 23,665 |
(1) | Represents (i) for Mr. Bergman in 2004, $36,138 of automobile expenses and $27,379 for the cost to the Company of providing administrative services to Mr. Bergman, (ii) for Mr. Bergman in 2003, $33,890 of automobile expenses and $28,687 for the cost to the Company of providing administrative services to Mr. Bergman, (iii) for Mr. Bergman in 2002, $31,400 of automobile expenses and $24,000 for the cost to the Company of providing administrative services to Mr. Bergman and (iv) for all other Named Executive Officers an automobile allowance in 2002 and 2003 of $16,800 per year and in 2004 of $18,000 and a cash award in the amount of $2,074 in 2003 and $2,448 in 2004, except for Mr. Breslawski who received a cash award of $2,295 in 2004. The payments to Mr. Bergman are pursuant to the terms of his Employment Agreement described below. |
(2) | The 2002 amounts shown in this column represent (i) matching contributions under the Company’s 401(k) plan of $9,837 for Mr. Bergman, $4,860 for Mr. Breslawski, $5,298 for Mr. Paladino, $5,258 for Mr. Benjamin and $5,040 for Mr. Mlotek, and (ii) excess life insurance premiums and SERP contributions of $1,457 and $34,542 for Mr. Bergman, $950 and $17,040 for Mr. Breslawski, $950 and $18,606 for Mr. Paladino, $1,457 and $18,436 for Mr. Benjamin and $950 and $17,675 for Mr. Mlotek. The 2003 amounts shown in this column represent (i) matching contributions under the Company’s 401(k) plan of $10,241 for Mr. Bergman, $5,053 for Mr. Breslawski, $5,516 for Mr. Paladino, $5,468 for Mr. Benjamin and $5,241 for Mr. Mlotek, and (ii) excess life insurance premiums and SERP contributions of $2,388 and $45,758 for Mr. Bergman, $1,549 and $17,926 for Mr. Breslawski, $1,470 and $19,543 for Mr. Paladino, $2,233 and $19,381 for Mr. Benjamin and $1,395 and $18,628 for Mr. Mlotek. The 2004 amounts shown in this column represent (i) matching contributions under the Company’s 401(k) plan of $12,923 for Mr. Bergman, $5,303 for Mr. Breslawski, $5,783 for Mr. Paladino, $5,734 for Mr. Benjamin and $5,508 for Mr. Mlotek, and (ii) excess life insurance premiums and SERP contributions of $2,006 and $47,411 for Mr. Bergman, $2,006 and $19,230 for Mr. Breslawski, $1,282 and $21,222 for Mr. Paladino, $1,949 and $21,052 for Mr. Benjamin and $1,256 and $21,242 for Mr. Mlotek. |
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Potential Realizable Value | ||||||||||||||||||||||||
at Assumed Annual Rates | ||||||||||||||||||||||||
Number of | Percent of | of Stock Price | ||||||||||||||||||||||
Securities | Total Options | Appreciation for | ||||||||||||||||||||||
Underlying | Granted to | Exercise or | Option Term(2) | |||||||||||||||||||||
Options | Employees in | Base Price | Expiration | |||||||||||||||||||||
Name | Granted(1) | Fiscal Year (%) | ($/Share) | Date | 5% ($) | 10% ($) | ||||||||||||||||||
James P. Breslawski | 50,000 | 2.16 | 35.49 | 2/18/2014 | 1,115,974 | 2,828,096 | ||||||||||||||||||
Steven Paladino | 52,000 | 2.24 | 35.49 | 2/18/2014 | 1,160,612 | 2,941,220 | ||||||||||||||||||
Gerald A. Benjamin | 50,000 | 2.16 | 35.49 | �� | 2/18/2014 | 1,115,974 | 2,828,096 | |||||||||||||||||
Mark E. Mlotek | 50,000 | 2.16 | 35.49 | 2/18/2014 | 1,115,974 | 2,828,096 |
(1) | Each of these options was granted on February 18, 2004 and becomes exercisable as to one-fourth of the shares subject to such options on each of the first, second, third and fourth anniversaries of the date of grant, subject to acceleration under certain circumstances. |
(2) | The dollar amounts under these columns are the result of calculations at the hypothetical rates of 5% and 10% set by the SEC and are not intended to forecast possible future appreciation, if any, of the price of the Company’s common stock. |
Number of Securities | Value of Unexercised | |||||||||||||||
Shares Acquired | Underlying Unexercised | In-the-Money Options at | ||||||||||||||
on Exercise | Value Realized | Options at Fiscal Year-End | Fiscal Year-End ($)(1) | |||||||||||||
Name | (#) | ($) | Exercisable/Unexercisable | Exercisable/Unexercisable | ||||||||||||
James P. Breslawski | 75,000 | 1,418,944 | 134,334/98,666 | 2,762,595/685,610 | ||||||||||||
Steven Paladino | — | — | 256,001/103,999 | 5,129,121/731,625 | ||||||||||||
Gerald A. Benjamin | 33,794 | 989,966 | 159,016/98,666 | 2,835,125/685,610 | ||||||||||||
Mark E. Mlotek | 23,520 | 571,331 | 119,514/96,000 | 1,986,796/649,859 |
(1) | Represents the difference between the aggregate exercise prices of such options and the aggregate fair market value of the shares issuable upon exercise. |
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• | none of the members of the Compensation Committee was an officer (or former officer) or employee of the Company or any of its subsidiaries; | |
• | none of the members of the Compensation Committee entered into (or agreed to enter into) any transaction or series of transactions with the Company or any its subsidiaries in which the amount involved exceeds $60,000; | |
• | none of the Company’s executive officers served on the compensation committee (or another board committee with similar functions or, if none, the entire board of directors) of another entity where one of that entity’s executive officers served on the Company’s Compensation Committee; | |
• | none of the Company’s executive officers was a director of another entity where one of that entity’s executive officers served on the Company’s Compensation Committee; and | |
• | none of the Company’s executive officers served on the compensation committee (or another board committee with similar functions or, if none, the entire board of directors) of another entity where one of that entity’s executive officers served as a director on the Company’s Board of Directors. |
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THE COMPENSATION COMMITTEE | |
Barry J. Alperin, Chairman | |
Donald J. Kabat | |
Norman S. Matthews |
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![(PERFORMANCE GRAPH)](https://capedge.com/proxy/DEF 14A/0000950123-05-004864/y05876dy0587601.gif)
December 25, | December 29, | December 29, | December 28, | December 27, | December 25, | |||||||||||||||||||
1999 ($) | 2000 ($) | 2001 ($) | 2002 ($) | 2003 ($) | 2004 ($) | |||||||||||||||||||
Henry Schein, Inc. | 100 | 320.23 | 345.71 | 414.43 | 625.85 | 625.57 | ||||||||||||||||||
Peer Group Index | 100 | 140.37 | 169.90 | 168.07 | 220.85 | 279.62 | ||||||||||||||||||
NASDAQ Market Index | 100 | 62.85 | 50.10 | 34.95 | 52.55 | 56.97 |
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THE AUDIT COMMITTEE | |
Donald J. Kabat, Chairman | |
Barry J. Alperin | |
Philip A. Laskawy |
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Fiscal 2004 | Fiscal 2003 | ||||||||
Audit Fees —Annual Audit and Quarterly Reviews | $ | 3,523,339 | $ | 1,562,895 | |||||
Audit-Related Fees | 308,950 | 340,889 | |||||||
Tax Fees: — | |||||||||
Tax Advisory Services | 265,067 | 288,676 | |||||||
Tax Compliance, Planning and Preparation | 898,355 | 245,516 | |||||||
All Other Fees | — | — | |||||||
Total Fees | $ | 4,995,711 | $ | 2,437,976 | |||||
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Duties Relating to the Independent Auditors |
a. Recommend to the Board the appointment of the independent auditors, who shall report directly to the Committee. | |
b. Approve the fees to be paid to the independent auditors. The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to the independent auditors and to any separate advisors retained by the Committee. |
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Duties Relating to the Internal Audit Function, Review and Assessment of Internal Controls |
a. States Management’s responsibility for establishing and maintaining an adequate internal control structure and procedures for financial reporting; and | |
b. Contains an assessment, as of the end of the most recent fiscal year, of the internal control structure and procedures for financial reporting. |
a. The adequacy of the Company’s and its subsidiaries internal controls, including computerized information system controls and security; and |
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b. Related findings and recommendations of the independent auditors and internal audit together with management’s responses. |
Annual Duties of the Audit Committee |
a. whether the Committee has reviewed and discussed the financial statements with management; | |
b. whether the Committee has discussed with the independent auditors their evaluation of the quality of the Company’s financial reporting; | |
c. whether the committee has reviewed the required independence disclosures and related communications from the independent auditors and has discussed the audit firm’s independence with the auditors; and | |
d. based on the review of (a)-(c) above, whether the committee recommended to the board that the Company’s financial statements be included in its public filing. |
Other Duties |
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1. The Plan is hereby renamed as the “Henry Schein, Inc. Section 162(m) Cash Bonus Plan” and all references to the word “Plan” shall refer to the Henry Schein, Inc. 162(m) Cash Bonus Plan. | |
2. Sections 5.2 and 7.6 of the Plan are hereby amended to add the following sentence to the end thereof: |
“To the extent applicable, any deferral under this section is intended to comply with the applicable requirements of Section 409A of the Code (and the regulations thereunder) and shall be limited, construed and interpreted in a manner so as to comply therewith.” |
3. Subject to stockholder approval, Section 7.1 of the Plan is hereby amended to add “(a)” to the beginning thereof and to add the following new paragraph to the end thereof: |
“(b) The Plan is amended to extend the term to December 31, 2009, effective April 8, 2005, subject to stockholder approval. Notwithstanding Section 7.1(a), subject to stockholder approval of the Plan, as amended, at the 2005 annual stockholders’ meeting, a bonus may be payable under this Plan in respect to fiscal years beginning after December 30, 2005, provided that no bonus shall be payable under this Plan in respect to any fiscal year beginning after December 31, 2009.” |
4. Section 7.2 of the Plan is hereby amended to add the following language to the end thereof: |
“Notwithstanding anything herein to the contrary, any provision in this Plan that is inconsistent with Section 409A of the Code shall be deemed to be amended to comply with Section 409A of the Code and to the extent such provision cannot be amended to comply therewith, such provision shall be null and void. The Board of Directors may at any time and from time to time amend, in whole or in part, any or all of the provisions of this Plan to comply with Section 409A of the Code and the regulations thereunder or any other applicable law without Participant consent.” |
HENRY SCHEIN, INC. |
By: | /s/ MICHAEL S. ETTINGER |
Title: | Vice President, General Counsel and Secretary |
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1.1. “Board of Directors” means the Board of Directors of the Company. | |
1.2. “Change in Control of the Company” has the same meaning as such term (or words of like import) as set forth in the Participant’s employment agreement (if any) or other written agreement approved by the Committee (if any). | |
1.3. “Code” means the Internal Revenue Code of 1986, as amended. | |
1.4. “Committee” means the Compensation Committee of the Board of Directors or a subcommittee thereof. The Committee at all times shall be composed of at least two directors of Henry Schein, Inc., each of whom shall be “outside directors” within the meaning of Section 162(m) of the Code. | |
1.5. “Company” means Henry Schein, Inc. and any successor by merger, consolidation or otherwise. | |
1.6. “Individual Target Award” means the targeted performance award for a year specified by the Committee as provided in Section 4.1 hereof. | |
1.7. “Participant” means an individual who participates in the Plan pursuant to Section 3.1. |
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(a) all items of gain, loss or expense for the fiscal year that are related to special, unusual or non-recurring items, events or circumstances affecting the Company or the financial statements of the Company; | |
(b) all items of gain, loss or expense for the fiscal year that are related to (i) the disposal of a business or discontinued operations or (ii) the operations of any business acquired by Company during the fiscal year; and | |
(c) all items of gain, loss or expense for the fiscal year that are related to changes in accounting principles or to changes in applicable law or regulations. |
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PLEASE SUBMIT YOUR PROXY TODAY!
SEE REVERSE SIDE
FOR THREE EASY WAYS TO SUBMIT YOUR PROXY.
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PROXY
HENRY SCHEIN, INC.
135 Duryea Road, Melville, New York 11747
This Proxy is solicited on behalf of the Board of Directors
The undersigned, having duly received the Notice of Annual Meeting of Stockholders and the Proxy Statement, hereby appoints Stanley M. Bergman and Michael S. Ettinger as proxies, each with the power to act alone and with the power of substitution and revocation, to represent the undersigned and to vote, as designated on the other side, all shares of common stock of Henry Schein, Inc. (the “Company”) held of record by the undersigned on April 15, 2005, at the Annual Meeting of Stockholders to be held at 9:00 a.m. on Tuesday, May 24, 2005 at The Carlyle Hotel, 35 East 76th Street, New York, New York and at any adjournments or postponements thereof. The undersigned hereby revokes any previous proxies with respect to the matters covered by this Proxy. The Board of Directors recommends a vote “FOR” the proposals listed on the reverse side.
THIS PROXY WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED ON THIS PROXY BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES FOR DIRECTORS LISTED IN PROPOSAL 1, FOR PROPOSAL 2, FOR PROPOSAL 3, AND FOR PROPOSAL 4.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
(Continued and to be signed on the reverse side.)
SEE REVERSE SIDE
Table of Contents
: | VOTE BY INTERNET OR TELEPHONE QUICK««« EASY ««« IMMEDIATE | ( | ||||||||
HENRY SCHEIN, INC.
• | You can now vote your shares electronically through the Internet or the telephone anytime until 5:00 p.m. Eastern Daylight Time on May 23, 2005. | |||
• | This eliminates the need to return the proxy card. | |||
• | Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned the proxy card. |
TO VOTE YOUR PROXY BY INTERNET
www.continentalstock.com
Have your proxy card in hand when you access the above web site. You will be prompted to enter the company number, proxy number and account number to create an electronic ballot. Follow the prompts to vote your shares.
TO VOTE YOUR PROXY BY MAIL
Mark, sign and date your proxy card below, detach it and return it in the postage-paid envelope we’ve provided.
TO VOTE YOUR PROXY BY TELEPHONE
1-866-894-0537
Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call. You will be prompted to enter the company number, proxy number and account number. Follow the voting instructions to vote your shares. (Telephone proxies are available for residents of the U.S. only.)
PLEASE DO NOT THE CARD BELOW IF VOTED
ELECTRONICALLY
6FOLD AND DETACH HERE AND READ THE REVERSE SIDE6
1. | PROPOSAL TO ELECT THIRTEEN DIRECTORS FOR TERMS EXPIRING IN 2006. | FOR ALL nominees listed to the left (except as marked to the contrary) | WITHHOLD AUTHORITY to vote for all nominees listed to the left | |||
(01) Stanley M. Bergman, (02) Gerald A. Benjamin, (03) James P. Breslawski, (04) Mark E. Mlotek, (05) Steven Paladino, (06) Barry J. Alperin, (07) Paul Brons, (08) Dr. Margaret A. Hamburg. (09) Donald J. Kabat, (10) Philip A. Laskawy, (11) Norman S. Matthews, (12) Marvin H. Schein and (13) Dr. Louis W. Sullivan. | o | o | ||||
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL, WRITE THAT NOMINEE’S NAME IN THE SPACE PROVIDED BELOW: | ||||||
Please mark your votes like this | x |
FOR | AGAINST | ABSTAIN | ||||||
2. | PROPOSAL TO APPROVE AN AMENDMENT TO THE 2001 HENRY SCHEIN, INC. SECTION 162(M) CASH BONUS PLAN. | o | o | o | ||||
FOR | AGAINST | ABSTAIN | ||||||
3. | PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION. | o | o | o | ||||
FOR | AGAINST | ABSTAIN | ||||||
4. | PROPOSAL TO RATIFY THE SELECTION OF BDO SEIDMAN, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005. | o | o | o |
COMPANY NUMBER:
PROXY NUMBER:
ACCOUNT NUMBER:
Signature: | Signature: | Date: | ||||||||