| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
On November 16, 2023, Henry Schein, Inc. issued a press release announcing that it received an expected notice (the “Notice”) on November 13, 2023 from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that it was not in compliance with Nasdaq’s continued listing requirements under the Nasdaq Listing Rule 5250(c)(1) (the “Rule”) because its quarterly report on Form 10-Q for the quarter ended September 30, 2023 (the “Form 10-Q”) would not be filed in a timely manner. The notice and the Company’s response are mandated by Nasdaq and Securities and Exchange Commission (“SEC”) rules.
The Rule requires listed companies to timely file all required periodic reports with the SEC. Henry Schein previously reported on a Form 12b-25 and on a Form 8-K, each filed with the SEC on November 2, 2023, that the Company was unable to file the Form 10-Q within the prescribed time period due to information access limitations arising from the Company’s decision to shut down certain operations as a precautionary measure as a result of the cybersecurity incident it experienced on October 14, 2023. This incident and the Company’s decision to take down certain applications, which affected its operational and information technology systems, was reported by the Company on Form 8-K filed with the SEC on October 16, 2023. The deadline for filing the Form 10-Q was November 14, 2023. Nasdaq has provided the Company with 60 days to submit a plan to come into compliance (the “60-day period”). In its November 2, 2023 filings, the Company publicly reported that it expects to file the Form 10-Q before the end of November 2023, long prior to the end of the 60-day period.
The full text of the press release is attached hereto as Exhibit 99.1.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Amendment and Restatement of the Henry Schein, Inc. Deferred Compensation Plan
On November 10, 2023, the Compensation Committee of the Board of Directors of Henry Schein, Inc. (the “Company”) approved the amendment and restatement of the Henry Schein, Inc. Deferred Compensation Plan (the “Plan”), effective as of November 14, 2023. The amendment and restatement incorporates the following changes:
| | • | | Joint ventures and other entities owned 50% or more by the Company or its controlled group members are permitted to become participating employers in the Plan, subject to approval by the Company. |
| | • | | The eligible annual base compensation (as described in the Plan) threshold to make salary deferrals for plan years commencing with the 2024 Plan year is increased from $175,000 to $225,000. |
| | • | | Participants are permitted to make one change to their election with respect to the distribution form of their account balance upon termination of employment (i.e., a lump sum, the default option if no election is made, or annual installments made over 3, 5 or 10 years), provided such change complies with the requirements under Section 409A of the Internal Revenue Code of 1986, as amended. |
| | • | | Additional other minor clarifying changes to reflect the Company’s administrative practices under the Plan. |
The foregoing summary of the Plan does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Plan, which is attached as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
