Henry Schein : 2026 Proxy Supplement May 12, 2026 of 2025
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Real-time Estimate
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Published on 05/12/2026 at 09:10 am EDT
Publicnow
Filed by the Registrant ☑
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 a Party apart from the Registrant □
Check the suitable field:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
☑ Definitive Additional Materials
Requesting 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 containers that apply):
☑ No payment required.
Fee paid beforehand with preliminary supplies.
Fee computed on desk in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
EXPLANATORY NOTE
On April 8, 2026, Henry Schein, Inc. (the “Company”) filed its definitive proxy assertion (the “Proxy Statement”) and kind of Proxy regarding the solicitation of proxies by the Company in reference to its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The Proxy Statement is accessible on the Company’s web site at https://investor.henryschein.com/financials/annual-stories/default.aspx and can also be out there on the web site maintained by the Securities and Exchange Commission at www.sec.gov. The info included on this submitting needs to be learn at the side of the Proxy Statement, which needs to be learn in its entirety. This submitting dietary supplements sure of the data contained within the Proxy Statement. Except as described herein, this complement doesn’t modify, amend, complement, or in any other case have an effect on the Proxy Statement or the accompanying proxy card.
Re-Election of Directors William Ok. “Dan” Daniel and Max Lin
As described within the Proxy Statement, the Company strongly believes that William Ok. “Dan” Daniel and Max Lin, two of our director nominees, are unbiased in all respects and are eminently certified to serve on the Company’s Compensation Committee and Nominating and Governance Committee, respectively, and strongly advocate that shareholders vote”FOR“Mr. Daniel and Mr. Lin, for the next causes:
Our Board has decided that Mr. Daniel and Mr. Lin meet all director independence requirements underneath the Nasdaq Listing Rules and Rule 10A-3 underneath the Securities Exchange Act of 1934.
Mr. Daniel and Mr. Lin had been every hooked up to the Board in reference to the Company’s Strategic Partnership Agreement with KKR, by which KKR invested $250 million within the Company’s widespread inventory. KKR stays the Company’s largest stockholder. Neither Mr. Daniel nor Mr. Lin work straight or not directly for KKR Capstone (“Capstone”), a consulting firm that offered consulting providers to the Company in 2025.
As famous within the Proxy Statement, Mr. Lin is not going to obtain any direct compensation from the engagement of Capstone. Further, KKR reported roughly $19 billion in revenues for the fiscal 12 months ended December 31, 2025. The $2.5 million paid by the Company to Capstone in fiscal 2025 was not materials to KKR’s monetary outcomes.
Mr. Daniel is an government advisor and never an worker of KKR. The Capstone consulting association with the Company has no direct or oblique financial affect on Mr. Daniel’s compensation.
During his tenure on the Compensation Committee, Mr. Daniel has been straight concerned within the design of compensation constructions for the Company’s incoming Chief Executive Officer – work that pulls on his expertise overseeing government compensation throughout a number of enterprise segments throughout his 14 years as Executive Vice President at Danaher Corporation.
During his tenure on the Nominating and Governance Committee, Mr. Lin was straight concerned within the analysis of candidates throughout the CEO search course of. His expertise evaluating government expertise throughout giant, complicated healthcare and distribution companies offered significant perception within the course of that resulted within the appointment of Frederick M. Lowery as CEO.
Every vote is vital. We ask that shareholders contemplate the data included on this communication and the Proxy Statement in casting their vote.
Our Board unanimously recommends that shareholders vote “FOR“the election of all director nominees, together with Mr. Daniel and Mr. Lin.
Identification of Shareholder Proposal Proponent In Proposal 4
The Company hereby discloses the identify of the shareholder proponent regarding the shareholder proposal meant to be introduced on the Annual Meeting: Proposal 4: Govern by Majority Vote.
The shareholder proposal was submitted by John Chevedden.
Mr. Chevedden has represented that he has held the required quantity of Company inventory for the requisite interval underneath Rule 14a-8 and has notified the Company of his intention to current Proposal 4 on the Annual Meeting.
We invite shareholders to learn the complete textual content of the shareholder proposal and the Company’s assertion of opposition on pages 75 and 76 of the Proxy Statement.
Our Board unanimously recommends that shareholders vote “AGAINST“Proposal 4.
Engagement of Proxy Solicitor
Subsequent to submitting the Proxy Statement, the Company retained Innisfree M&A Incorporated (“Innisfree”), an unbiased proxy solicitation agency, to help in soliciting proxies on the Company’s behalf, which they could conduct by private interview, mail, phone, facsimile, e mail, different digital channels of communication or in any other case. The Company has agreed to pay Innisfree a payment of $30,000, plus prices and bills, for these providers. In addition, the Company has agreed to indemnify Innisfree and sure associated individuals in opposition to sure liabilities regarding or arising out of Innisfree’s engagement. If stockholders want help with casting or altering their vote, they need to contact Innisfree, toll free, at 877-456-3513.
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Disclaimer
Henry Schein Inc. printed this content material on May 12, 2026and is solely chargeable for the data contained herein. Distributed through Public Technologies (PUBT)unedited and unaltered, on May 12, 2026 at 13:09 UTC.
Henry Schein, Inc. specializes within the distribution of care services and products meant for well being professionals (docs, surgeons, dentists, veterinary laboratories and clinics). Net gross sales break down by exercise as follows: – distribution of well being care merchandise and gear (83.4%): dental merchandise and gear (61.7% of web gross sales; consumable merchandise, laboratory gear, print supplies, implants, anesthetics, and so forth.) and medical gear (38.3%; medicines, vaccines, nutritional vitamins, surgical materials, diagnostic assessments, and so forth.); – different (16.6%): sale and integration of administration software program, monetary, coaching, upkeep and gear restore providers. The United States account for 69% of web gross sales.
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