Item 10. Directors, Executive Officers and Corporate Governance
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Item 10. Directors, Executive Officers and Corporate Governance
Directors, Executive Officers and Corporate Governance
Information required by this item regarding our directors and executive
officers and our corporate governance is
hereby incorporated by reference to the Section entitled “Election of Directors,”
with respect to directors, and the
first paragraph of the Section entitled “Corporate Governance - Board
of Directors Meetings and Committees -
Audit Committee,” with respect to corporate governance, in each case
in our definitive 2025 Proxy Statement to be
filed pursuant to Regulation 14A and to the Section entitled “Information
about our Executive Officers” in Part I of
this report, with respect to executive officers.
There have been no changes to the procedures by which stockholders
may recommend nominees to our Board since
our last disclosure of such procedures, which appeared in our definitive
2024 Proxy Statement filed pursuant to
Regulation 14A on April 10, 2024.
Information required by this item concerning compliance with Section
16(a) of the Securities Exchange Act of
1934 is hereby incorporated by reference to the Section entitled
“Delinquent Section 16(a) Reports” in our
definitive 2025 Proxy Statement to be filed pursuant to Regulation 14A,
to the extent responsive disclosure is
required.
We have adopted a Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer, Chief
Accounting Officer and Controller.
We make available free of charge through our Internet website,
under the “About Henry Schein--Corporate Governance
Highlights” caption, our Code of
Ethics.
We intend to disclose on our Web
site any amendment to, or waiver of, a provision of the Code
of Ethics.
The Company
has
adopted an insider trading policy, and accompanying procedures, applicable to all of our TSMs
and members of our Board of Directors, which we believe is reasonably
designed to promote compliance with
insider trading laws, rules and regulations, and Nasdaq listing standards.
Our insider trading policy, which is
attached as Exhibit 19.1 to this Annual Report on Form 10-K,
prohibits our TSMs from trading in securities of the
Company while in possession of material, non-public information, and, among other
things, requires that
designated individuals holding certain positions only transact
in Company securities during an open window period
(with appropriate preclearance for members of our Executive Management
Committee and Board of Directors),
subject to limited exceptions.
The Company also requires periodic training for certain senior officers and
others
likely to learn material, non-public information in the course of their
job duties.
The Company also has a practice
that requires that any transactions by the Company in its securities
are pre-cleared by appropriate members of its
General Counsel’s office.
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