HSICHenry Schein

Refer to the column heading “Net Income/(Loss)” in your pay versus performance table. It appears that you have included net income less net income attributable to noncontrolling interests as reported in your audited financial statements in lieu of net income as required by Item 402(v)(2)(v) of Regulation S-K.

Rest of the question

Please include net income (loss), as reported in your audited GAAP financial statements, in column (h) for all years covered by the table. Refer to Regulation S-K Compliance and Disclosure Interpretation 128D.08. Please note that you may voluntarily provide supplemental measures of net income or financial performance, so long as any additional disclosure is “clearly identified as supplemental, not misleading, and not presented with greater prominence than the required disclosure.” See Pay Versus Performance, Release No. 34-95607 (August 25, 2022) [87 FR 55134 (September 8, 2022)] at Section II.F.3. We note that you have included Adjusted EPS, a non-GAAP measure, as your Company-2. Selected Measure pursuant to Item 402(v)(2)(vi) of Regulation S-K. While Company- Selected Measure disclosure is not subject to Regulation G or Item 10(e) of Regulation S- K, you must disclose how the measure is calculated from your audited financial statements. We see in footnote 4 to the pay versus performance table your reference to disclosure in the Compensation Discussion and Analysis for each year’s proxy statement; however, we are only able to locate a discussion of non-GAAP diluted EPS with a list of adjustments thereto on page 26, and it is unclear whether this is meant to satisfy the requirements of Item 402(v) of Regulation S-K. In addition, it appears that you may have calculated your Company-Selected Measure differently for each year reported in the pay versus performance table. Specifically, we note your disclosure in footnote 4. The amount disclosed in the Company-Selected Measure column of the pay versus performance table for each covered fiscal year must be calculated using the Company-Selected Measure for the most recently completed fiscal year, and adjustments made to recurring items may not satisfy this requirement. Please ensure that your tabular and related data reflect this requirement. Please tell us and revise future disclosure to explain how your Company- Selected Measure is calculated from your audited financial statements. If this information appears in a different part of the definitive proxy statement, you may satisfy the requirement by a cross-reference to a specific page in the proxy statement where the Company-Selected Measure is specifically described; however, incorporation by reference to a separate filing will not satisfy this disclosure requirement. 3. Refer to the reconciliation tables on page 51 to your pay versus performance table. It is unclear what amounts are reflected in the column titled “Total- Equity Addition/(Subtraction) to SCT Total.” For example, the amounts disclosed in such column in the reconciliation tables do not appear to reflect the deduction of amounts reported in your Summary Compensation Table pursuant to Item 402(c)(2)(v) and Item 402(c)(2)(vi) of Regulation S-K as set forth in the column titled “Less Equity Deduction from SCT Total” of your reconciliation tables. Please ensure that your table headings reflect the amounts used to calculate compensation actually paid. Refer to Item 402(v)(3) of Regulation S-K.

We confirm that in future filings our Definitive Proxy

Statement on Schedule 14A will include net income (loss), rather than net income (loss) attributable to Henry Schein, Inc., as reported in our audited GAAP financial statements, in column (h) of the pay versus performance table for all years covered by the table. Read in the reply ↗

We note that your response to prior comment 2 does not include the requested description of how your Company-Selected Measure, Adjusted EPS, is calculated from your audited financial statements. Please provide us with a description of how Adjusted EPS is calculated from your audited financial statements.

In our Definitive Proxy

Statement on Schedule 14A filed on April 10, 2024, our Company-Selected Measure was adjusted EPS used for purposes of determining annual cash incentive compensation under our Performance Incentive Plan, which is calculated consistently based on our GAAP EPS, but which then may be adjusted year-to-year as approved on an annual basis by the Company’s Compensation Committee in accordance with the terms of such plan and as described in the Compensation Discussion and Analysis of that Definitive Proxy Statement (page 26).

In response to the

Staff’s comments, as noted in

Rest of the answer

our previous response, the Company has determined that in future filings of our Definitive Proxy Statement on Schedule 14A we will use as our Company-Selected Measure diluted EPS provided on a non-GAAP basis, which we disclose each quarter in our earnings press release. In calculating adjusted EPS for this purpose, the Company adjusts GAAP EPS for certain types of expenses or gains for the purpose stated in our earnings press releases. The specific adjustments to EPS are

Henry Schein, Inc., 135 Duryea Road, Melville, NY 11747 disclosed in an appendix to our earnings press release for each period. We confirm that in future filings of our Definitive Proxy Statement on Schedule 14A we will disclose that the Company is applying the same measure disclosed in our earnings press releases for purposes of our pay versus performance disclosure, and the Company will include sufficiently detailed disclosure of the types of adjustments that have been made to GAAP EPS for the periods in question, which information is also available in our earnings press releases. In the event that our approach to calculating non-GAAP EPS for purposes of our earnings press releases changes in the most current fiscal year presented in the disclosure, we will update the results presented for the earlier years so that they are calculated in a consistent manner and explain the update in a footnote to the table.

We acknowledge that Henry Schein, Inc. and its management are responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the SEC staff.

Read in the reply ↗