Henry Schein 2009 Annual Report Download - page 34

Download and view the complete annual report

Please find page 34 of the 2009 Henry Schein annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 127

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127

22
Certain provisions in our governing documents and other documents to which we are a party may
discourage third-party offers to acquire us that might otherwise result in our stockholders receiving a
premium over the market price of their shares.
The provisions of our certificate of incorporation and by-laws may make it more difficult for a third party
to acquire us, may discourage acquisition bids and may limit the price that certain investors might be willing
to pay in the future for shares of our common stock. These provisions, among other things:
• require the affirmative vote of the holders of at least 60% of the shares of common stock entitled to vote
to approve a merger, consolidation, or a sale, lease, transfer or exchange of all or substantially all of our
assets; and
• require the affirmative vote of the holders of at least 66 2/3% of our common stock entitled to vote to:
• remove a director; and
• to amend or repeal our by-laws, with certain limited exceptions.
In addition, our 1994 Stock Incentive Plan, 1996 Non-Employee Director Stock Incentive Plan and 2001
Non-Employee Director Incentive Plan provide for accelerated vesting of stock options upon a change in
control, and certain agreements between us and our executive officers provide for increased severance
payments if those executive officers are terminated without cause by the Company or if they terminate for
good reason in each case, within two years after a change in control or within ninety days prior to the
effective date of the change in control or after the first public announcement of the pendency of the change in
control.
Tax legislation initiatives could adversely affect our net earnings and tax liabilities.
We are subject to the tax laws and regulations of the United States federal, state and local governments, as
well as foreign jurisdictions. From time to time, various legislative initiatives may be proposed that could
adversely affect our tax positions. There can be no assurance that our effective tax rate will not be adversely
affected by these initiatives. In addition, tax laws and regulations are extremely complex and subject to
varying interpretations. Although we believe that our historical tax positions are sound and consistent with
applicable laws, regulations and existing precedent, there can be no assurance that our tax positions will not
be challenged by relevant tax authorities or that we would be successful in any such challenge.
Item 1B. Unresolved Staff Comments
We have no unresolved comments from the staff of the United States Securities and Exchange
Commission that were issued 180 days or more preceding the end of our 2009 fiscal year.