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): October 6, 2011
Henry Schein, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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0-27078
(Commission File Number)
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11-3136595
(IRS Employer
Identification No.) |
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135 Duryea Road, Melville, New York
(Address of principal executive offices)
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11747
(Zip Code) |
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| 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
Amendment and Restatement of Stanley M. Bergman’s Employment Agreement
On
October 6, 2011, Henry Schein, Inc. (the “Company”) and Stanley M. Bergman, Chairman of the
Board of Directors and Chief Executive Officer of the Company (the “Executive”) entered into an
amendment and restatement (the “Restated Agreement”) of the current employment agreement by and
between the Company and the Executive entered into on December 31, 2008 (the “Current Agreement”).
The Restated Agreement becomes effective December 31, 2011, the date the Current Agreement expires.
The terms of the Restated Agreement are substantially similar to the Current Agreement, except as
set forth below.
The Restated Agreement provides for a five-year term expiring on December 31, 2016, with
successive one year extensions, unless the Company provides at least 6 months notice of
non-renewal, subject to the Executive’s refusal within 90 days after notice of extension. The
Restated Agreement eliminates the gross-up payment for golden parachute excise taxes under Section
4999 of the Internal Revenue Code of 1986, as amended (the “Code”), and provides that any amounts
payable upon a change in control are cut-back to a safe harbor limit so that the excise tax is not
triggered, unless the net after-tax value of the amounts due to the Executive after imposition of
the excise tax would be greater (in which case no reduction will occur). The tax gross-ups on
lifetime medical benefits and car continuation benefits have also been eliminated.
The Restated Agreement provides that (1) any pro rata incentive compensation that may become
payable to the Executive upon certain terminations will be based on actual results for the year in
which the termination occurs, and (2) the post-termination office support benefit to which the
Executive is entitled upon certain terminations is enhanced by an additional year.
The Restated Agreement also includes an acknowledgement that any incentive compensation paid
to the Executive will be subject to any clawback policy adopted or implemented by the Company in
respect of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or in respect of
any other applicable law or regulation.
The above summary is qualified in its entirety by the Restated Agreement, attached hereto as
Exhibit 10.1 and incorporated by reference.
Stanley M. Bergman’s Restricted Stock Unit Grant
In order to entice the Executive to accept the terms of the Restated Agreement, the
Compensation Committee of the Company’s Board of Directors offered to the Executive a grant of
restricted stock units (“RSUs”) under the Company’s 1994 Stock Incentive Plan (as amended and
restated as of March 27, 2007), as amended from time to time (the “Plan”), to be effective on
November 15, 2011, subject to the Executive’s continued employment through such date. The number
of RSUs granted will equal $5 million divided by the 20-trading day volume weighted average price
of the Company’s common stock for the period immediately prior to November 15, 2011. Except with
respect to pro rata or full acceleration of the vesting of the RSU grant that will apply in the
event of certain termination events, the RSUs will become vested on December 31, 2016, subject to
the attainment of a specified cumulative 5 year adjusted earnings per share performance target and
the Executive’s continued employment through such date. Once vested, the RSUs will generally be
settled within 30 days of the specified event except that upon certain terminations, the pro rata
vested portion of RSUs will be settled on the 6 month anniversary of termination of employment,
with any remaining RSUs that vest on December 31, 2016 generally being settled within 30 days of
December 31, 2016 or, if earlier, following a change in control.
In recognition of the November 15, 2011 grant date of the RSUs, the Company and the Executive
have entered into a separate agreement pursuant to which, solely in the event of the Executive’s
death prior to November 15, 2011, and subject to the Executive’s continued employment through the
date of death, the Company will make a lump sum payment in the amount of $5 million to
the Executive’s spouse, or, if no spouse, the Executive’s estate, within 30 days following the date
of death, subject to applicable withholding. In the event that such payment is made, any rights
that the Executive, his spouse or his estate may have with respect to the grant of the RSUs will be
extinguished in their entirety.
The above summary is qualified in its entirety by the Restricted Stock Unit Agreement,
attached hereto as Exhibit 10.2, and the Letter Agreement, attached hereto as Exhibit 10.3, both of
which are incorporated by reference.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits.
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10.1 |
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Amended and Restated Employment Agreement dated as of December
31, 2011, by and between Henry Schein, Inc. and Stanley M. Bergman. |
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10.2 |
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Restricted Stock Unit Agreement Pursuant to the Henry Schein,
Inc. 1994 Stock Incentive Plan (as amended and restated as of March 27, 2007). |
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10.3 |
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Letter Agreement dated October 6, 2011 by and between Henry
Schein, Inc. and Stanley M. Bergman. |