Independent
Tenure on this board
5.4 yrs
Meeting calendar
HSIC · Annual meeting · Thursday, May 21, 2026
Henry Schein Inc
10 nominees · 4 ballot items.
Election of ten incumbent directors; advisory approval of 2025 executive compensation (“say-on-pay”); ratification of BDO USA, P.C. as independent auditor; approval of a shareholder proposal to Govern by Majority Vote.
Market cap
$10.1B
1Y TSR
+16.7%
Board grade
C
Record date
Mar 23, 2026
Filing
DEF 14A
Meeting concluded · May 21, 2026
Follow how the vote landed and what changed on Henry Schein Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot4
- 1
Election of Incumbent Directors
ManagementBoard: FORElection of ten incumbent directors to serve until the 2027 annual meeting.
- 2
Advisory Vote on Executive Compensation (Say-on-Pay
ManagementBoard: FORNon-binding advisory vote to approve the 2025 compensation paid to the Company’s Named Executive Officers.
More detail
This management proposal asks shareholders to cast a non-binding advisory vote approving the Company’s 2025 executive compensation as disclosed in the proxy. Management is seeking this vote to confirm shareholder support for executive pay practices and to demonstrate alignment between pay and Company performance. The Compensation Committee explains that the program emphasizes performance-based compensation through an annual cash incentive (HSIP) weighted toward EPS, business financial goals and strategic scorecard goals, and long-term incentives (LTIP) composed of PSUs and RSUs with performance metrics (three-year cumulative EPS and three-year average ROIC). Management highlights recent refinements made for 2025 (removing non-financial and individual goals from HSIP, increasing EPS weighting, maintaining at least 50% of equity grants as PSUs) and notes prior high shareholder support (85.7% in 2025). The Board recommends a vote FOR, arguing the program aligns executives’ incentives with long-term stockholder value creation and uses market benchmarking and independent consultant advice.
- 3
Ratification of Selection of Independent Registered Public Accounting Firm
ManagementBoard: FORRatify the Audit Committee’s selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for fiscal 2026.
- 4
Shareholder Proposal — Govern by Majority Vote
Shareholder — Not specified in excerptBoard: AGAINSTNon-binding shareholder proposal requesting the Board amend governing documents to eliminate supermajority voting requirements and require majority of votes cast (for/against) for applicable proposals.
More detail
The shareholder proposal asks the Board to eliminate any supermajority voting thresholds in the company charter and bylaws and adopt a simple majority-of-votes-cast standard for all stockholder-approved actions. The proponent frames supermajority requirements as entrenchment devices that reduce firm value and cites academic research and examples of strong shareholder support at other companies for similar proposals. Management opposes the measure, arguing the company already practices strong governance and that a small number of narrow supermajority provisions protect foundational corporate matters (e.g., amendments to charter provisions on voting rights, board composition/powers, and significant transactions) and serve legitimate purposes; the Board contends eliminating them could enable activism by short-term holders and undermine long-term shareholder value. The Board recommends voting AGAINST, emphasizing existing shareholder protections, annual director elections, majority voting in uncontested director elections, and other governance practices, and asserts the proposal is unnecessary and not in the long-term best interests of stockholders.
Director elections
Nominees on the ballot10
Independent
Tenure on this board
1.5 yrs
Independent
Tenure on this board
5.4 yrs
Independent
Tenure on this board
2.6 yrs
Independent
Tenure on this board
10.3 yrs
Independent
Tenure on this board
24.5 yrs
Independent
Tenure on this board
1.5 yrs
Also a director at
Brightspring Health Services Inc (BTSG)Gmr Solutions Inc (GMRS)
Not independent
Tenure on this board
0.4 yrs
Also a director at
Dupont De Nemours Inc (DD)
Independent
Tenure on this board
8.3 yrs
Independent
Tenure on this board
5.2 yrs
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Kohlberg Kravis Roberts Co. L.P. | 13.7% | 15,652,032 | $1.2B |
| 2 | Artisan Partners Limited Partnership | 5.8% | 6,573,023 | $484M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 5.6% | 6,423,167 | $473M |
| 4 | STATE STREET CORP | 3.8% | 4,378,981 | $323M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.7% | 4,194,920 | $309M |
| 6 | FMR LLC | 3.5% | 3,989,412 | $294M |
| 7 | JPMORGAN CHASE CO | 3.4% | 3,824,297 | $278M |
| 8 | AMERICAN CENTURY COMPANIES INC | 3.2% | 3,594,359 | $265M |
| 9 | Palestra Capital Management LLC | 3.0% | 3,412,667 | $252M |
| 10 | Southpoint Capital Advisors LP | 2.8% | 3,200,000 | $236M |
Peers
Nearest market capOther Healthcare sector meetings6
Upcoming shareholder meetings at Henry Schein Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.
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Amneal Pharmaceuticals IncAMRX
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Jazz Pharmaceuticals PLCJAZZ
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Doximity IncDOCS
Annual meeting·Aug 27, 2026·$4.1B
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Special meeting·Jul 23, 2026·$3.5B
Reference
Frequently asked questions
- When is the Henry Schein Inc 2026 annual meeting?
- Henry Schein Inc (HSIC) holds its 2026 annual shareholder meeting on Thursday, May 21, 2026.
- What is the record date for the Henry Schein Inc 2026 meeting?
- The record date for the Henry Schein Inc 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Henry Schein Inc's 2026 meeting?
- The board is presenting 10 director nominees at the Henry Schein Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Henry Schein Inc 2026 meeting?
- Shareholders will vote on 4 proposals at the Henry Schein Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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