Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Stanley M. Bergman, the Company's Chairman and Chief Executive Officer, has
agreed to extend his prior agreement to a temporary reduction of 100% of his
base salary, less any amounts necessary to cover any contributions Mr. Bergman
makes to any benefit plans provided by the Company, from April 6, 2020 through
the end of the Company's fourth fiscal quarter, or such earlier date as the
Compensation Committee of the Company's Board of Directors ("Committee") may
determine in its sole discretion. Additionally, Mr. Bergman agreed that this
extension of his salary reduction will not constitute "good reason" or breach
under his employment agreement or any other agreement with the Company, and will
not confer or trigger any additional rights or entitlements for him from the
Company or any of its affiliates.
Henry Schein's Chief Financial Officer and each of the other three most highly
paid executive officers serving as of December 28, 2019 (our Named Executive
Officers) will continue to experience temporary salary reductions, but at a
level of 37.5% from June 29, 2020, the first business day of the Company's third
fiscal quarter, until a later date to be determined by the Committee (in lieu of
the 50% reduction that originally applied from April 6, 2020, through June 30,
2020 (the "Prior Period")). In addition, members of the Company's Executive
Management Committee other than our Named Executive Officers will have their
salaries reduced by 18.75% during the same period, and the Company's members of
management holding the title of Vice President will have their salaries reduced
by 7.5% during the same period, in each case, in lieu of larger reductions that
applied during the Prior Period. The salary reductions will not modify
Mr. Bergman's or the other executives' rights that they may have with respect to
the calculation of any annual or long term incentive awards or severance. The
Company's Board of Directors has agreed to a reduction of 18.75% of its
non-employee directors' cash retainer during the same period (in lieu of the 25%
reduction that applied during the Prior Period).
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