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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
May 24, 2023 (May 24, 2023)
Date of Report (Date of earliest event reported)
DENTSPLY SIRONA Inc.
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | |
Delaware | 0-16211 | 39-1434669 | |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |
| |
13320 Ballantyne Corporate Place, | Charlotte | North Carolina | 28277-3607 | |
(Address of Principal Executive Offices) | (Zip Code) | |
(844) 848-0137
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | XRAY | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of shareholders of DENTSPLY SIRONA Inc. was held on May 24, 2023. The following matters were voted upon at the Annual Meeting, with the results indicated:
1.Election of eleven directors to serve until the next annual meeting of stockholders or until his or her successor is duly elected and qualified. | | | | | | | | | | | | | | | | | |
| Director | For | Against | Abstain | Broker Non-Votes |
| 1a. | Eric K. Brandt | 171,039,955 | 22,715,590 | 300,844 | 5,903,386 |
| 1b. | Simon D. Campion | 193,056,262 | 901,062 | 99,065 | 5,903,386 |
| 1c. | Willie A. Deese | 180,703,407 | 13,262,454 | 90,528 | 5,903,386 |
| 1d. | Betsy D. Holden | 183,021,784 | 10,980,260 | 54,345 | 5,903,386 |
| 1e. | Clyde R. Hosein | 191,582,078 | 2,381,809 | 92,502 | 5,903,386 |
| 1f. | Harry M. Jansen Kraemer Jr. | 189,835,163 | 4,134,231 | 86,995 | 5,903,386 |
| 1g. | Gregory T. Lucier | 180,772,913 | 13,189,907 | 93,569 | 5,903,386 |
| 1h. | Jonathan J. Mazelsky | 192,783,731 | 1,174,164 | 98,494 | 5,903,386 |
| 1i. | Leslie F. Varon | 183,970,016 | 10,028,668 | 57,705 | 5,903,386 |
| 1j. | Janet S. Vergis | 190,947,901 | 3,047,335 | 61,153 | 5,903,386 |
| 1k. | Dorothea Wenzel | 191,626,429 | 2,363,469 | 66,491 | 5,903,386 |
2.Ratification of appointment of PricewaterhouseCoopers LLP as DENTSPLY SIRONA Inc.'s independent registered public accountants for 2023.
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 194,055,014 | 5,860,776 | 43,985 | — |
3.Non-binding vote on the Company's executive compensation for 2022.
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 175,863,673 | 18,103,565 | 89,151 | 5,903,386 |
4.Non-binding advisory vote on the frequency of voting on the Company's executive compensation.
| | | | | | | | | | | | | | |
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes |
| 189,699,223 | 41,323 | 4,241,894 | 73,949 | 5,903,386 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DENTSPLY SIRONA Inc.
| | | | | | | | |
| By: | /s/ Richard C. Rosenzweig | |
| Richard C. Rosenzweig, Senior Vice President, Corporate | |
| Development, General Counsel and Secretary | |
| | |
Date: May 24, 2023