HENRY SCHEIN INC

The proposal requests that the Board take all necessary steps so that any charter or bylaw provision (explicit or implicit via state-law defaults) that requires a greater-than-simple-majority vote be replaced with a requirement that a proposal be approved by a majority of votes cast for and against, or by a simple majority as permitted by law. It further asks the Company to expressly state in its governing documents that it will have no supermajority voting standards. Proponents argue supermajority provisions can entrench management and block measures supported by a majority of voting shareholders and cite academic research and recent high-support votes at other companies as rationale. The proposal is a stockholder proposal and, if adopted, would direct the Board to pursue the necessary amendments and steps to implement the requested majority voting standards.