8-K

HENRY SCHEIN, INC.

(Registrant)

Date: May 22, 2026

/s/ Kelly Murphy

Kelly Murphy

Senior Vice President and General Counsel

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 Report (Date of earliest event reported): May 21, 2026

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)

(IRS 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 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 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.

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

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

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

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		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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. filed SEC Form 8-K: Regulation FD Disclosure