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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,

www.henryschein.com,

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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