UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): February 15, 2006
Henry Schein, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-27078 11-3136595
(State or other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
135 Duryea Road, Melville, New York 11747
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (631) 843-5500
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(Former name or former address, if changed since last report)
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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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
Henry Schein, Inc. (the "Company") adopted an incentive-based cash compensation
program for management, known as the 2005 Performance Incentive Plan ("PIP").
The PIP is designed to provide each participant with a cash bonus opportunity by
rewarding the achievement of pre-established corporate, business unit and
individual performance goals, and is consistent with performance incentive plans
adopted by the Company in prior years.
Participants include all members of management designated as directors and
officers excluding the Chief Executive Officer. At the beginning of 2005, the
Chief Executive Officer recommended to the Compensation Committee which
employees should participate in the PIP and, upon approval by the Committee,
such employees were notified of their participation.
At the beginning of 2005, based on input from each participant's manager, the
Chief Executive Officer recommended to the Compensation Committee the PIP
performance goals for executive officers, subject to the Committee's approval,
and determined such goals for participants who are not executive officers. PIP
awards for 2005 are based on (i) Company financial performance based on the
Company's 2005 earnings per share (EPS), (ii) achievement of financial goals in
a participant's business unit or functional area of responsibility, and (iii)
achievement of individual objectives. The weighting of contributions of each PIP
component to the overall award varies among participants, typically based on
management responsibilities.
During the first quarter of 2006, the Chief Executive Officer will review the
relevant financial and operating performance achievements of the Company and its
business units, as well as the individual performance of PIP participants,
against the PIP performance goals that had been previously established, and will
submit proposed PIP awards for participants to the Compensation Committee for
approval. The Compensation Committee or the CEO (solely with respect to
participants other than executive officers) may, at any time, provide that all
or a portion of a PIP award is payable: (i) upon the attainment of the PIP
goals; or (ii) regardless as whether the goals are attained, as determined by
the Compensation Committee or the CEO (solely with respect to participants other
than executive officers) in its or his sole discretion.
Awards for 2005 are expected to be paid at the end of the Company's first fiscal
quarter for 2006. Participants must be actively employed on March 15, 2006 to
receive a PIP award for 2005, except for certain pro rated awards to be paid at
the discretion of the Chief Executive Officer for participants who died, became
permanently disabled, retired at the normal retirement age, or in other special
circumstances.
Components of PIP goals:
Company financial performance. All participants have the same EPS goal,
determined by the Compensation Committee.
Functional area performance. Specific performance goals are developed for
participants based on their area of responsibility or business unit's
performance and on the Company's budget established by the Company's Board of
Directors.
Individual performance. Using a management by business objectives (MBO)
approach, specific and measurable goals were developed for each participant to
drive and support Company-wide initiatives including profitability, process
excellence, customer satisfaction, strategic planning and organizational
development.
The PIP provides that the Compensation Committee will make adjustments to: (i)
2005 EPS goal for acquisitions based on approved acquisition models; and (ii)
the functional financial and individual performance goals to reflect
acquisitions and new business ventures that were not initially considered when
developing the original Company target. Under the PIP, the Compensation
Committee may also make other adjustments to the PIP goals to reflect other
extraordinary or unusual events.
The Compensation Committee or the Chief Executive Officer (solely with respect
to participants other than executive officers) has the authority to adopt, alter
and repeal such administrative rules, guidelines and practices governing the PIP
and to construe and interpret the terms and provisions of the PIP and any award
issued thereunder.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HENRY SCHEIN, INC.
(Registrant)
Date: February 15, 2006 By: /s/ MICHAEL S. ETTINGER
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Michael S. Ettinger
Vice President and General Counsel