HENRY SCHEIN INC false 0001000228 0001000228 2025-04-07 2025-04-07

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of the report (Date of earliest event reported): April 7, 2025

 

 

Henry Schein, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0-27078   11-3136595
(State or other jurisdiction
of incorporation)		  

(Commission

File Number)

   (I.R.S. Employer
Identification No.)

 

135 Duryea Road, Melville, New York   11747
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (631) 843-5500

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b))

 

  ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange

on which registered

Common Stock, par value $.01 per share   HSIC   The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.01

Entry into a Material Definitive Agreement.

Letter Agreement on Voting Commitment

On April 7, 2025, Henry Schein, Inc. (the “Company”) and KKR Hawaii Aggregator L.P. (“KKR”) entered into a Letter Agreement on Voting Commitment (the “Letter Agreement”) related to certain voting provisions set forth in the Strategic Partnership Agreement between the Company and KKR dated January 29, 2025 (the “Partnership Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Partnership Agreement.

Per the Letter Agreement, the parties agreed that, notwithstanding anything in the Partnership Agreement to the contrary, with respect to each meeting of the stockholders of the Company during the Term (including, if applicable, with respect to written consents if stockholders of the Company are requested to vote through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company) or any postponement or adjournment thereof, in the event that both Institutional Shareholder Services and Glass Lewis & Co. (including any successor thereof) issue a voting recommendation that differs from the voting recommendation of the Board with respect to any proposal made by another stockholder (other than with respect to the election or removal of directors), the Investor Parties and their Affiliates shall be permitted to vote in their sole discretion with respect to such proposal.

Except as specifically set forth in the Letter Agreement, (i) the execution, delivery and effectiveness of the Letter Agreement shall not constitute a waiver or amendment of any provision of the Partnership Agreement and (ii) all of the terms of the Partnership Agreement shall remain unmodified and in full force and effect.

The foregoing summary of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is attached as Exhibit 10.1, and which is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

   

Description

10.1    Letter Agreement on Voting Commitment by and between the Company and KKR
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    HENRY SCHEIN, INC.
Date: April 9, 2025     By:  

/s/ Kelly Murphy

    Name:   Kelly Murphy
    Title:   Senior Vice President and General Counsel

Exhibit 10.1

April 7, 2025

VIA E-MAIL

Henry Schein, Inc.

135 Duryea Road

Melville, New York 11747

Attention: Walter Siegel, Kelly Murphy

Email:

[*** - personal information]

KKR Hawaii Aggregator L.P.

c/o Kohlberg Kravis Roberts & Co. L.P.

Sand Hill Road, Suite 200

Menlo Park, CA 94025

Attention: Hunter Craig and Max Lin

Email: [*** - personal information]

 

  Re:

Voting Commitment

Dear Sirs and Madams:

Reference is made to that certain Strategic Partnership Agreement, dated as of January 29, 2025 (as the same may be amended, supplemented or otherwise modified from time to time, the “Agreement”), by and between Henry Schein, Inc., a Delaware corporation (the “Company”), and KKR Hawaii Aggregator L.P. (the “Investor”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement. This letter agreement is being executed and is effective as of the date first written above.

1. The parties agree that, notwithstanding anything in the Agreement to the contrary, with respect to each meeting of the stockholders of the Company during the Term (including, if applicable, with respect to written consents if stockholders of the Company are requested to vote through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company) or any postponement or adjournment thereof, in the event that both Institutional Shareholder Services and Glass Lewis & Co. (including any successor thereof) issue a voting recommendation that differs from the voting recommendation of the Board with respect to any proposal made by another stockholder (other than with respect to the election or removal of directors), the Investor Parties and their Affiliates shall be permitted to vote in their sole discretion with respect to such proposal.

2. Except as specifically set forth herein, (i) the execution, delivery and effectiveness of this letter agreement shall not constitute a waiver or amendment of any provision of the Agreement and (ii) all of the terms of the Agreement shall remain unmodified and in full force and effect.

3. Any reference to the Agreement contained in any notice, request, certificate or other document shall be deemed to include this letter agreement.

4. The provisions of Article VIII of the Agreement are hereby incorporated by reference into this letter agreement, mutatis mutandis.

Sincerely,
HENRY SCHEIN, INC.
By:  

/s/ Walter Siegel

Name:   Walter Siegel
Title:   Senior Vice President & Chief Legal Officer

 

Acknowledged and Agreed:
KKR HAWAII AGGREGATOR L.P.
BY:   KKR Hawaii Aggregator GP LLC, its general partner
By:  

/s/ Max Lin

  Name: Max Lin
  Title: President

[Signature Page to Letter Agreement on Voting Commitment]

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Document and Entity Information
Apr. 07, 2025
Cover [Abstract]  
Entity Registrant Name HENRY SCHEIN INC
Amendment Flag false
Entity Central Index Key 0001000228
Document Type 8-K
Document Period End Date Apr. 07, 2025
Entity Incorporation State Country Code DE
Entity File Number 0-27078
Entity Tax Identification Number 11-3136595
Entity Address, Address Line One 135 Duryea Road
Entity Address, City or Town Melville
Entity Address, State or Province NY
Entity Address, Postal Zip Code 11747
City Area Code (631)
Local Phone Number 843-5500
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, par value $.01 per share
Trading Symbol HSIC
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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