Item 5. OTHER INFORMATION
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Item 5. OTHER INFORMATION
OTHER INFORMATION
On May 3, 2025, the Compensation Committee approved the amendment
and restatement of the Henry Schein, Inc.
Incentive Plan (the “HSIP”), effective as of January 1, 2025.
The HSIP is our annual incentive-based cash bonus
plan, which was amended and restated to incorporate the following key changes:
Administration of the HSIP
.
The HSIP was amended to clarify that administration of the HSIP
for
participants who are not executive officers will be overseen by the Chief Executive
Officer, Chief Financial
Officer or other appropriate member of the Executive Management Committee of
the Company (or in each
case, their designated delegates).
Administration of the HSIP for executive officers continues to be
overseen by the Compensation Committee.
The amendment and restatement also clarifies that the
administration of the HSIP for our affiliates will be overseen by such affiliate’s governance body, such as
its board of directors or compensation committee.
Participation in Multiple Bonus plans
.
The HSIP was amended to clarify that our employees may not
participate in more than one annual incentive-based cash bonus plan at
the same time, unless approved by
an authorized officer or, with respect to executive officers, by the Compensation Committee.
Conduct of Participants
.
The HSIP was amended to explicitly state that, in achieving goals under
the
HSIP,
participants are expected to conduct business ethically, with a high level of integrity and in
compliance with laws, regulations and our policies (including internal
controls over financial reporting).
In addition, we adopted certain other minor clarifying amendments to
the HSIP.
The foregoing summary of the amendment and restatement of the HSIP
does not purport to be complete and is
subject to, and qualified in its entirety by, the full text of the HSIP, which is attached as Exhibit 10.4 and
incorporated herein by reference.
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