HSIC Henry Schein Inc - 8-K

Item 5.07

Submission of Matters to a Vote of Security Holders.

On May 21, 2026, at the Henry Schein, Inc. (the “Company”) 2026 Annual Meeting of Stockholders (the “Annual Meeting”), the Company’s stockholders considered: (1) a proposal to consider approval of the election of ten incumbent directors of the Company for terms expiring in 2027; (2) a proposal to consider approval, by non-binding vote, of the 2025 compensation paid to the Company’s Named Executive Officers (as defined in the proxy statement) (commonly known as a “say-on-pay” proposal); (3) a proposal to consider the ratification of the selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 26, 2026; and (4) a proposal to consider approval, by non-binding vote, of a shareholder proposal to Govern by Majority Vote. The voting results at the Annual Meeting, with respect to each of the matters described above, are set forth below.

1.

The ten incumbent directors of the Company were elected to serve for terms expiring in 2027 based upon the following votes:

For

Against

Abstain

Broker

Non-Votes

Mohamad Ali

102,451,460

776,720

120,956

5,933,309

William K. “Dan” Daniel

99,760,754

3,561,487

26,895

5,933,309

Deborah Derby

102,226,374

1,032,737

90,025

5,933,309

Carole T. Faig

103,187,930

106,503

54,703

5,933,309

Kurt P. Kuehn

102,824,264

496,439

28,433

5,933,309

Philip A. Laskawy

97,174,831

6,158,597

15,708

5,933,309

Max Lin

79,900,114

23,411,010

38,012

5,933,309

Frederick M. Lowery

103,001,977

332,786

14,373

5,933,309

Anne H. Margulies

103,199,853

93,763

55,520

5,933,309

Reed V. Tuckson, M.D., FACP

103,198,021

107,489

43,626

5,933,309

2.

The 2025 compensation paid to the Company’s Named Executive Officers, commonly known as the “say-on-pay” proposal, was approved, by non-binding vote, based upon the following votes:

For

Against

Abstain

Broker Non-Votes

101,159,461

2,110,298

79,377

5,933,309

3.

The selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 26, 2026 was ratified based upon the following votes:

For

Against

Abstain

107,298,836

1,805,825

177,784

4.

The shareholder proposal to Govern by Majority Vote was approved, by non-binding vote, based upon the following votes:

For

Against

Abstain

Broker Non-Votes

59,487,608

43,707,406

154,122

5,933,309

Item 7.01.

Regulation FD.

On May 22, 2026, the Company issued a press release (the “ Press Release ”) announcing the election of William K. “Dan” Daniel as Independent Chairman of the Company’s Board of Directors. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 and the Press Release attached as Exhibit 99.1 are considered furnished to the Securities and Exchange Commission and are not deemed filed for purposes of Section 18 of the Exchange Act.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

99.1

Press Release, dated May 22, 2026

104

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