DEFA14A 1 d879111ddefa14a.htm DEFA14A

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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:

☐   Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐   Definitive Proxy Statement

☑   Definitive Additional Materials

☐   Soliciting Material Pursuant to §240.14a-12

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 all boxes that apply):

☑   No fee required.

☐   Fee paid previously with preliminary materials.

☐   Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Your Vote Counts!HENRY SCHEIN, INC.2025 Annual MeetingVote by May 21, 2025 11:59 PM EDTHENRY SCHEIN, INC.135 DURYEA ROAD, MAIL STOP E-365 MELVILLE, NY 11747V70225-P29723You invested in HENRY SCHEIN, INC. and it’s time to vote!You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the stockholder meeting to be held on May 22, 2025.Get informed before you voteView the Combined Document, Notice and Proxy Statement online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 8, 2025. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.For complete information and to vote, visit www.ProxyVote.com Control #Smartphone users Vote Virtually at the Meeting*Point your camera here and May 22, 202510:30 a.m. EDTvote without entering a control numberVirtually at: www.virtualshareholdermeeting.com/HSIC2025*Please check the meeting materials for any special requirements for meeting attendance.

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Vote at www.ProxyVote.comTHIS IS NOT A VOTABLE BALLOTThis is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters.Board Voting Items Recommends1. Election of Incumbent Directors Nominees:1a. Mohamad Ali For 1b. Stanley M. Bergman For 1c. Deborah Derby For 1d. Carole T. Faig For 1e. Joseph L. Herring For 1f. Robert J. Hombach For 1g. Kurt P. Kuehn For 1h. Philip A. Laskawy For 1i. Anne H. Margulies For 1j. Scott Serota For 1k. Bradley T. Sheares, Ph.D. For 1l. Reed V. Tuckson, M.D., FACP For2. Election of Max Lin as a director, provided certain conditions are satisfied. For3. Election of William K. “Dan” Daniel as a director, provided certain conditions are satisfied. For4. Proposal to approve, by non-binding vote, the 2024 compensation paid to the Company’s Named Executive Officers. For5. Proposal to ratify the selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for For the fiscal year ending December 27, 2025.NOTE: Such other business as may properly come before the meeting or any adjournments or postponements thereof.Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”.V70226-P29723