Henry Schein adopted a new Executive Severance Plan on April 10, 2025, providing benefits to senior executives if terminated without cause or, for executive officers, upon resignation for good reason. Benefits include salary through termination, pro-rated bonus, severance pay (1.5x or 1.0x), partial equity vesting, health coverage, and outplacement services. The plan excludes the CEO and includes non-compete and clawback clauses.

The company also amended its Change in Control Plan to coordinate with the new severance terms and avoid benefit duplication.

Henry Schein and KKR Update Voting Terms in Strategic Partnership Agreement

On April 7, 2025, Henry Schein, Inc. entered into a Letter Agreement with KKR Hawaii Aggregator L.P. to clarify certain voting provisions in their previously signed Strategic Partnership Agreement dated January 29, 2025. The agreement grants KKR and its affiliates discretion to vote contrary to the company's board recommendation on shareholder proposals (excluding board elections or removals), but only if both Institutional Shareholder Services and Glass Lewis issue recommendations that differ from the board’s.

This update does not modify other terms of the original partnership agreement, which remains fully in effect. The Letter Agreement is included as Exhibit 10.1 in the Form 8-K filing.

Henry Schein reported solid financial results for Q4 and full-year 2024, reflecting stable performance in the dental and medical markets.

For Q4 2024, total net sales grew 5.8% to $3.2 billion, with internal sales increasing 5.5% and acquisitions contributing 0.7%. GAAP diluted EPS was $0.74, while non-GAAP diluted EPS was $1.19. Adjusted EBITDA rose significantly to $270 million from $172 million in Q4 2023. The company generated $204 million in operating cash flow for the quarter.

For the full year, total net sales increased 2.7% to $12.7 billion, with acquisitions driving growth. GAAP net income was $390 million ($3.05 per diluted share), while non-GAAP net income increased to $605 million ($4.74 per diluted share). Adjusted EBITDA rose 7.7% to $1.06 billion. Operating cash flow for the year reached $848 million, up $348 million from 2023.

Henry Schein introduced a new segment structure for more transparency:
- **Global Distribution and Value-Added Services** ($10.8B sales in 2024), covering dental and medical markets.
- **Global Specialty Products** ($1.4B sales), focusing on dental implants, biomaterials, and other healthcare products.
- **Global Technology** ($0.6B sales), which includes practice management software and e-services.

The company recorded $37 million in restructuring costs in Q4 2024, expecting over $80 million in annual savings, with a total target of $75M-$100M in savings by the end of 2025.

Henry Schein repurchased $75 million in shares in Q4 and $385 million for the full year, with an additional $500 million authorized in January 2025, including $250 million for an accelerated share repurchase program.

For 2025, Henry Schein expects non-GAAP diluted EPS in the range of $4.80 to $4.94, with mid-single-digit Adjusted EBITDA growth.

source: Henry Schein, February 25, 2025.