SEC Comment Letter for HENRY SCHEIN INC (HSIC) (CIK 0001000228) (HSIC) — May 27, 2011
HENRY SCHEIN INC (HSIC) (CIK 0001000228)
Date: May 27, 2011 · CIK: 0001000228 · Accession: 0000000000-11-033107
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-27078
Letter
May 27, 2011 Via E-Mail Stanley M. Bergman, Chief Executive Officer Henry Schein, Inc. 135 Duryea Road Melville, NY 11747 Re: Henry Schein, Inc. Form 10-K for the Fiscal Year Ended December 25, 2010 Filed February 22, 2011 Definitive Proxy filed on Schedule 14A Filed April 8, 2011 File No. 000-27078
Dear Mr. Bergman:
We have reviewed your filing and related doc uments and have the following comments. In some of our comments, we may ask you to pr ovide us with information so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response.
After reviewing any amendment to your filing and the information you provide in response to these comments, we ma y have additional comments.
Definitive Proxy filed on April 8, 2011
Compensation Discussion and Analysis, page 15
1. We note your Performance Incentive Plan (“PI P”) for 2010 consists of business financial goals, a 2010 EPS Target, and individual objec tives, but you only provide disclosure of your 2010 EPS Target on pages 18 and 19 of your proxy statement. Please confirm in future filings that you will provide narrative and quantitative disclosure of the business financial goals and individua l objectives components of your PIP for your named executive officers. Please provide us draft disclosure based on the 2010 awards.
Stanley M. Bergman Henry Schein, Inc. May 27, 2011 Page 2
2. We note you issued restricted stock in Ma rch 2011 under your Long Term Incentive Plan (“LTIP”) based on achievement of target performance EPS goal set in March 2008, as discussed on pages 19 and 20 of your proxy st atement. Please confirm that you will provide in future filings the specific EPS performance goals under the LTIP that result in the issuance of restricted st ock or other equity compensa tion. Please provide us draft disclosure based on the payout in March 2011. If you will seek to omit these targets pursuant to Instruction 4 to Item 402(b) of Regulation S-K, please provide us supplementally your analysis of why you be lieve such disclosure would cause you competitive harm.
3. Please confirm in future filings you will prov ide a more detailed description of the “administrative services” that were provided to Mr. Stan ley M. Bergman for “Other Benefits and Perquisites.” Pleas e provide us draft disclosure.
Questions may be directed to Edwin S. Ki m at (202) 551-3297 or me at (202) 551-3790 for any issue.
Sincerely,
/s/ John Reynolds John Reynolds
Assistant Director
Show Raw Text
May 27, 2011
Via E-Mail
Stanley M. Bergman, Chief Executive Officer Henry Schein, Inc. 135 Duryea Road Melville, NY 11747
Re: Henry Schein, Inc.
Form 10-K for the Fiscal Year Ended December 25, 2010 Filed February 22, 2011 Definitive Proxy filed on Schedule 14A
Filed April 8, 2011 File No. 000-27078
Dear Mr. Bergman:
We have reviewed your filing and related doc uments and have the following comments.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response. If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
Definitive Proxy filed on April 8, 2011
Compensation Discussion and Analysis, page 15
1. We note your Performance Incentive Plan (“PI P”) for 2010 consists of business financial
goals, a 2010 EPS Target, and individual objec tives, but you only provide disclosure of
your 2010 EPS Target on pages 18 and 19 of your proxy statement. Please confirm in
future filings that you will provide narrative and quantitative disclosure of the business
financial goals and individua l objectives components of your PIP for your named
executive officers. Please provide us draft disclosure based on the 2010 awards.
Stanley M. Bergman
Henry Schein, Inc. May 27, 2011 Page 2
2. We note you issued restricted stock in Ma rch 2011 under your Long Term Incentive Plan
(“LTIP”) based on achievement of target performance EPS goal set in March 2008, as
discussed on pages 19 and 20 of your proxy st atement. Please confirm that you will
provide in future filings the specific EPS performance goals under the LTIP that result in
the issuance of restricted st ock or other equity compensa tion. Please provide us draft
disclosure based on the payout in March 2011. If you will seek to omit these targets
pursuant to Instruction 4 to Item 402(b) of Regulation S-K, please provide us
supplementally your analysis of why you be lieve such disclosure would cause you
competitive harm.
3. Please confirm in future filings you will prov ide a more detailed description of the
“administrative services” that were provided to Mr. Stan ley M. Bergman for “Other
Benefits and Perquisites.” Pleas e provide us draft disclosure.
Questions may be directed to Edwin S. Ki m at (202) 551-3297 or me at (202) 551-3790
for any issue.
Sincerely,
/s/ John Reynolds John Reynolds
Assistant Director