filings.toolsItem 15. Exhibits, Financial Statement Schedules
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Item 15. Exhibits, Financial Statement Schedules
Exhibits, Financial Statement Schedules
(a)
List of Documents Filed as a Part of This Report:
Financial Statements:
Our Consolidated Financial Statements filed as a part of this report
are listed on the index on
Page 60.
Index to Exhibits:
See exhibits listed under Item 15(b) below.
(b) Exhibits
Contribution and Distribution Agreement, dated as of April 20, 2018, by and
among us, HS Spinco, Inc., Direct Vet Marketing, Inc. and Shareholder
Representative Services LLC. (Incorporated by reference to Exhibit 2.1 to our
Current Report on Form 8-K filed on April 23, 2018 (film no. 18767875).)*
Agreement and Plan of Merger, dated as of April 20, 2018, by and among us, HS
Spinco, Inc, HS Merger Sub, Inc., Direct Vet Marketing, Inc. and Shareholder
Representative Services LLC. (Incorporated by reference to Exhibit 2.2 to our
Current Report on Form 8-K filed on April 23, 2018 (film no. 18767875).)*
Letter Agreement, Amendment No. 1 to Contribution and Distribution Agreement
and Amendment No. 1 to Agreement and Plan of Merger, dated as of September
14, 2018, by and among us, HS Spinco, Inc., HS Merger Sub, Inc., Direct Vet
Marketing, Inc. and Shareholder Representative Services LLC.( Incorporated by
reference to Exhibit 2.3 to our Annual Report on Form 10-K for the fiscal year
ended December 29, 2018 filed on February 20, 2019.)
Letter Agreement and Amendment No. 2 to Contribution and Distribution
Agreement, dated as of November 30, 2018, by and among us, HS Spinco, Inc.,
Direct Vet Marketing, Inc. and Shareholder Representative Services LLC.
(Incorporated by reference to Exhibit 2.4 to our Annual Report on Form 10-K for
the fiscal year ended December 29, 2018 filed on February 20, 2019.)
Letter Agreement and Amendment No. 3 to Contribution and Distribution
Agreement and Amendment No. 2 to Agreement and Plan of Merger, dated as of
December 25, 2018, by and among us, HS Spinco, Inc., HS Merger Sub, Inc.,
Direct Vet Marketing, Inc. and Shareholder Representative Services
LLC.(Incorporated by reference to Exhibit 2.5 to our Annual Report on Form 10-K
for the fiscal year ended December 29, 2018 filed on February 20, 2019.)
Letter Agreement and Amendment No. 4 to Contribution and Distribution
Agreement, dated as of January 15, 2019, by and among us, HS Spinco, Inc., Direct
Vet Marketing, Inc. and Shareholder Representative Services LLC.(Incorporated
by reference to Exhibit 2.6 to our Annual Report on Form 10-K for the fiscal year
ended December 29, 2018 filed on February 20, 2019.)
Second Amended and Restated Certificate of Incorporation of Henry Schein, Inc.
(Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed
Third Amended and Restated By-Laws of the Company, effective May 13, 2021.
(Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed
Third Amended and Restated Multicurrency Master Note Purchase Agreement,
dated as of October 20, 2021, by and among us, Metropolitan Life Insurance
Company, MetLife Investment Management, LLC and each MetLife affiliate
which becomes party thereto. (Incorporated by reference to Exhibit 4.4 to our
Current Report on Form 8-K filed on October 21, 2021.)
Third Amended and Restated Master Note Facility, dated as of October 20, 2021,
by and among us, NYL Investors LLC and each New York Life affiliate which
becomes party thereto. (Incorporated by reference to Exhibit 4.3 to our Current
Report on Form 8-K filed on October 21, 2021.)
Third Amended and Restated Multicurrency Private Shelf Agreement, dated as of
October 20, 2021, by and among us, PGIM, Inc. and each Prudential affiliate which
becomes party thereto. (Incorporated by reference to Exhibit 4.2 to our Current
Report on Form 8-K filed on October 21, 2021.)
Multicurrency Private Shelf Agreement, dated as of October 20, 2021, by and
among us, AIG Asset Management (U.S.), LLC and each AIG affiliate which
becomes party thereto. (Incorporated by reference to Exhibit 4.1 to our Current
Report on Form 8-K filed on October 21, 2021.)
Description of Securities. (Incorporated by reference to Exhibit 4.5 to our Annual
Report on Form 10-K for the fiscal year ended December 25, 2021 filed on
Henry Schein, Inc. 2013 Stock Incentive Plan, as amended and restated effective as
of May 14, 2013. (Incorporated by reference to Exhibit 10.2 to our Current Report
on Form 8-K filed on May 16, 2013.)**
Form of 2019 Restricted Stock Unit Agreement for performance-based restricted
stock unit awards pursuant to the Henry Schein, Inc. 2013 Stock Incentive Plan (as
amended and restated effective as of May 14, 2013). (Incorporated by reference to
Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended
March 30, 2019 filed on May 7, 2019.)**
Form of 2019 Restricted Stock Unit Agreement for time-based restricted stock unit
awards pursuant to the Henry Schein, Inc. 2013 Stock Incentive Plan (as amended
and restated effective as of May 14, 2013). (Incorporated by reference to Exhibit
10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 30,
Henry Schein, Inc. 2020 Stock Incentive Plan, as amended and restated effective as
of May 21, 2020. (Incorporated by reference to Exhibit 10.1 to our Current Report
on Form 8-K filed on May 26, 2020.)**
Form of 2021 Stock Option Agreement pursuant to the Henry Schein, Inc. 2020
Stock Incentive Plan (as amended and restated effective as of May 21, 2020).
(Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed
Form of 2021 Special Pandemic Recognition Award Restricted Stock Unit
Agreement for time-based restricted stock unit awards pursuant to the Henry
Schein, Inc. 2020 Stock Incentive Plan (as amended and restated effective as of
May 21, 2020). (Incorporated by reference to Exhibit 10.2 to our Quarterly Report
on Form 10-Q for the fiscal quarter ended March 27, 2021 filed on May 4,
Form of 2022 Restricted Stock Unit Agreement for time-based restricted stock unit
awards pursuant to the Henry Schein, Inc. 2020 Stock Incentive Plan (as amended
and restated effective as of May 21, 2020). (Incorporated by reference to Exhibit
10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 26,
Form of 2022 Restricted Stock Unit Agreement for performance-based restricted
stock unit awards pursuant to the Henry Schein, Inc. 2020 Stock Incentive Plan (as
amended and restated effective as of May 21, 2020). (Incorporated by reference to
Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended
March 26, 2022 filed on May 3, 2022.)**
Henry Schein, Inc. 2015 Non-Employee Director Stock Incentive Plan.
(Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q
for the fiscal quarter ended June 27, 2015 filed on July 29, 2015.)**
Form of 2018 Restricted Stock Unit Agreement for time-based restricted stock unit
awards pursuant to the Henry Schein, Inc. 2015 Non-Employee Director Stock
Incentive Plan (as amended and restated effective as of June 22, 2015).
(Incorporated by reference to Exhibit 10.6 to our Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 2018 filed on May 8, 2018.)**
Henry Schein, Inc. Supplemental Executive Retirement Plan, amended and restated
effective as of January 1, 2014. (Incorporated by reference to Exhibit 10.1 to our
Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2013
Amendment Number One to the Henry Schein, Inc. Supplemental Executive
Retirement Plan, amended and restated effective as of January 1, 2014.
(Incorporated by reference to Exhibit 10.18 to our Annual Report on Form 10-K for
the fiscal year ended December 28, 2020 filed on February 20, 2020.)**
Amendment Number Two to the Henry Schein, Inc. Supplemental Executive
Retirement Plan, amended and restated effective as of January 1, 2014.
(Incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q
for the fiscal quarter ended March 28, 2020 filed on May 5, 2020.)**
Amendment Number Three to the Henry Schein, Inc. Supplemental Executive
Retirement Plan, amended and restated effective as of January 1, 2014.
(Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q
for the fiscal quarter ended September 26, 2020 filed on November 2, 2020.)**
Henry Schein, Inc. 2004 Employee Stock Purchase Plan, effective as of May 25,
2004. (Incorporated by reference to Exhibit D to our definitive 2004 Proxy
Statement on Schedule 14A, filed on April 27, 2004.)**
Henry Schein, Inc. Non-Employee Director Deferred Compensation Plan, amended
and restated effective as of January 1, 2005. (Incorporated by reference to Exhibit
10.11 to our Annual Report on Form 10-K for the fiscal year ended December 27,
2008 filed on February 24, 2009.)**
Henry Schein, Inc. Deferred Compensation Plan. (Incorporated by reference to
Exhibit 10.23 to our Annual Report on Form 10-K for the fiscal year ended
December 25, 2010 filed on February 22, 2011.)**
Amendment to the Henry Schein, Inc. Deferred Compensation Plan. (Incorporated
by reference to Exhibit 10.26 to our Annual Report on Form 10-K for the fiscal
year ended December 31, 2011 filed on February 15, 2012.)**
Amendment Number Two to the Henry Schein, Inc. Deferred Compensation
Plan. (Incorporated by reference to Exhibit 10.20 to our Annual Report on Form
10-K for the fiscal year ended December 28, 2013 filed on February 11, 2014.)**
Amendment Number Three to the Henry Schein, Inc. Deferred Compensation Plan.
(Incorporated by reference to Exhibit 10.21 to our Annual Report on Form 10-K for
the fiscal year ended December 28, 2013 filed on February 11, 2014.)**
Amendment Number Four to the Henry Schein, Inc. Deferred Compensation Plan.
(Incorporated by reference to Exhibit 10.46 to our Annual Report on Form 10-K for
the fiscal year ended December 31, 2016 filed on February 21, 2017.)**
Amendment Number Five to the Henry Schein, Inc. Deferred Compensation Plan.
(Incorporated by reference to Exhibit 10.32 to our Annual Report on Form 10-K for
the fiscal year ended December 28, 2020 filed on February 20, 2020.)**
Amendment Number Six to the Henry Schein, Inc. Deferred Compensation Plan.
(Incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q
for the fiscal quarter ended March 28, 2020 filed on May 5, 2020.)**
Henry Schein Management Team Performance Incentive Plan and Plan Summary,
effective as of January 1, 2014. (Incorporated by reference to Exhibit 10.7 to our
Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2014 filed
Form of Performance-Based RSU Award Agreement for Stanley M. Bergman
Pursuant to the Henry Schein, Inc. 2013 Stock Incentive Plan (as Amended and
Restated as of May 14, 2013). (Incorporated by reference to Exhibit 10.2 to our
Current Report on Form 8-K filed on August 9, 2019.)**
Amended and Restated Employment Agreement dated as of November 28, 2022,
by and between Henry Schein, Inc. and Stanley M. Bergman. (Incorporated by
reference to Exhibit 10.1 to our Current Report on Form 8-K filed on November
Letter Agreement dated November 11, 2021 between Henry Schein, Inc. and Brad
Agreement dated November 11, 2021 between Henry Schein, Inc. and Brad
Special Incentive Plan dated May 24, 2021 between Henry Schein, Inc. and Brad
Form of Amended and Restated Change in Control Agreement dated December 12,
2008 between us and certain executive officers who are a party thereto (James
Breslawski, Michael S. Ettinger, Mark Mlotek and Steven Paladino, respectively).
(Incorporated by reference to Exhibit 10.15 to our Annual Report on Form 10-K for
the fiscal year ended December 27, 2008 filed on February 24, 2009.)**
Form of Amendment to Amended and Restated Change in Control Agreement
effective January 1, 2012 between us and certain executive officers who are a party
thereto (James Breslawski, Michael S. Ettinger, Mark Mlotek and Steven Paladino,
respectively). (Incorporated by reference to Exhibit 10.1 to our Current Report on
Form 8-K filed on January 20, 2012.)**
Form of Change in Control Agreement between us and certain executive officers
who are a party thereto (Walter Siegel). (Incorporated by reference to Exhibit 10.3
to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2019
**
Henry Schein, Inc. Executive Change in Control Plan, effective as of May 2, 2022
between us and certain executive officers who are a party thereto (Ronald N. South,
Brad Connett, David Brous, and Lorelei McGlynn). (Incorporated by reference to
Exhibit 10.3 to our Quarterly Report on Form 10-Q for the fiscal quarter ended
March 26, 2022 filed on May 3, 2022.)**
Form of Indemnification Agreement between us and certain directors and executive
officers who are a party thereto (Mohamed Ali, Deborah Derby, Joseph L. Herring,
Kurt P. Kuehn, Philip A. Laskawy, Anne H. Margulies, Steven Paladino, Carol
Raphael, Scott P. Serota, Bradley T. Sheares, Ph.D., Reed V. Tuckson, M.D.,
FACP, Stanley M. Bergman, James P. Breslawski, David Brous, Brad Connett,
Michael S. Ettinger, Lorelei McGlynn, Mark E. Mlotek, Walter Siegel and Ronald
N. South, respectively). (Incorporated by reference to Exhibit 10.1 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended September 26, 2015 filed on
Amended and Restated Revolving Credit Agreement, dated as of August 20, 2021,
among us, the several lenders parties thereto, and JPMorgan Chase Bank, N.A., as
administrative agent. (Incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K filed on August 23, 2021.)
Receivables Purchase Agreement, dated as of April 17, 2013, by and among us, as
servicer, HSFR, Inc., as seller, The Bank of Tokyo -Mitsubishi UFJ, Ltd., as agent
and the various purchaser groups from time to time party thereto. (Incorporated by
reference to Exhibit 10.1 to our Current Report on Form 8-K filed on April 19,
Amendment No. 1 dated as of September 22, 2014 to the Receivables Purchase
Agreement, dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc.,
as seller, The Bank of Tokyo -Mitsubishi UFJ, LTD., New York Branch, as agent
and the various purchaser groups from time to time party thereto. (Incorporated by
reference to Exhibit 10.2 to our Current Report on Form 8-K filed on September
Amendment No. 2 dated as of April 17, 2015 to Receivables Purchase Agreement,
dated as of April 17, 2013, by and among us, as performance guarantor, HSFR,
Inc., as seller, The Bank of Tokyo -Mitsubishi UFJ, Ltd., New York Branch, as
agent and the various purchaser groups party thereto. (Incorporated by reference to
Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended
June 25, 2016 filed on August 4, 2016.)
Amendment No. 3 dated as of June 1, 2016 to Receivables Purchase Agreement,
dated as of April 17, 2013, by and among us, as performance guarantor, HSFR,
Inc., as seller, The Bank of Tokyo -Mitsubishi UFJ, Ltd., New York Branch, as
agent and the various purchaser groups party thereto. (Incorporated by reference to
Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended
June 25, 2016 filed on August 4, 2016.)
Amendment No. 4 dated as of July 6, 2017 to Receivables Purchase Agreement,
dated as of April 17, 2013, by and among us, as performance guarantor, HSFR,
Inc., as seller, The Bank of Tokyo -Mitsubishi UFJ, Ltd., New York Branch, as
agent and the various purchaser groups party thereto. (Incorporated by reference to
Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2017 filed on November 6, 2017.)
Amendment No. 5 dated as of May 13, 2019 to Receivables Purchase Agreement,
dated as of April 17, 2013, by and among us, as performance guarantor, HSFR,
Inc., as seller, The Bank of Tokyo -Mitsubishi UFJ, Ltd., New York Branch, as
agent and the various purchaser groups party thereto. (Incorporated by reference to
Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended
June 29, 2019 filed on August 6, 2019.)
Limited Waiver dated as of May 22, 2020 to Receivables Purchase Agreement,
dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller,
lender, as agent and the various purchaser groups from time to time party thereto,
as amended. (Incorporated by reference to Exhibit 10.7 to our Quarterly Report on
Form 10-Q for the fiscal quarter ended June 27, 2020 filed on August 4, 2020.)
Amendment No. 6 dated as of June 22, 2020 to the Receivables Purchase
Agreement, dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc.,
as seller, lender, as agent and the various purchaser groups from time to time party
thereto. (Incorporated by reference to Exhibit 10.1 to our Current Report on Form
Amendment No. 7 dated as of October 20, 2021 to Receivables Purchase
Agreement, dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc.,
as seller, lender, as agent and the various purchaser groups from time to time party
thereto. (Incorporated by reference to Exhibit 10.1 to our Current Report on Form
8-K filed on October 21, 2021.)
Amendment No. 8 dated as of December 15, 2022 to Receivables Purchase
Agreement, dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc.,
as seller, lender, as agent and the various purchaser groups from time to time party
Omnibus Amendment No. 1, dated July 22, 2013, to Receivables Purchase
Agreement dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as
seller, The Bank of Tokyo -Mitsubishi UFJ, Ltd., as agent, and the various
purchaser groups from time to time party thereto and Receivables Sales Agreement,
dated as of April 17, 2013, by and among us, certain of our wholly-owned
subsidiaries and HSFR, Inc., as buyer. (Incorporated by reference to Exhibit 10.5
to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2013
Omnibus Amendment No. 2, dated April 21, 2014, to Receivables Purchase
Agreement dated as of April 17, 2013, as amended, by and among us, as servicer,
HSFR, Inc., as seller, The Bank of Tokyo -Mitsubishi UFJ, Ltd., as agent, and the
various purchaser groups from time to time party thereto and Receivables Sales
Agreement, dated as of April 17, 2013, by and among us, certain of our wholly-
owned subsidiaries and HSFR, Inc., as buyer. (Incorporated by reference to Exhibit
10.8 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 29,
Receivables Sale Agreement, dated as of April 17, 2013, by and among us, certain
of our wholly-owned subsidiaries and HSFR, Inc., as buyer. (Incorporated by
reference to Exhibit 10.2 to our Current Report on Form 8-K filed on April 19,
Certification of our Chief Executive Officer pursuant to Section 302 of the
Certification of our Chief Financial Officer pursuant to Section 302 of the
Certification of our Chief Executive Officer and Chief Financial Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.+
101.INS
Inline XBRL Instance Document - the instance document does not
appear in the Interactive Data File because its XBRL tags are embedded
within the Inline XBRL document.+
101.SCH
Inline XBRL Taxonomy Extension Schema Document+
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document+
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document+
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document+
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document+
The cover page of Henry Schein, Inc.’s Annual Report on Form 10-K
for the year ended December 31, 2022, formatted in Inline XBRL
(included within Exhibit 101 attachments).+
Filed or furnished herewith.
- Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company
hereby agrees to furnish supplementally a copy of any of the omitted schedules and exhibits upon request
by the U.S. Securities and Exchange Commission.
**
Indicates management contract or compensatory plan or agreement.
Certain identified information has been excluded from the exhibit because it is both not material and is
the type that the registrant treats as private or confidential.
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