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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 21, 2025
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 stockholders (the “Annual Meeting”) of DENTSPLY SIRONA Inc. (the “Company”) was held on May 21, 2025. 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 their respective successors are duly elected and qualified. | | | | | | | | | | | | | | | | | |
| Director | For | Against | Abstain | Broker Non-Votes |
1a. | Michael J. Barber | 172,102,362 | 3,787,179 | 873,665 | 11,338,487 |
1b. | Simon D. Campion | 174,843,812 | 1,063,256 | 856,138 | 11,338,487 |
1c. | Willie A. Deese | 168,692,695 | 7,160,823 | 909,688 | 11,338,487 |
1d. | Brian T. Gladden | 174,989,736 | 922,044 | 851,426 | 11,338,487 |
1e. | Betsy D. Holden | 170,692,574 | 5,210,750 | 859,882 | 11,338,487 |
1f. | Clyde R. Hosein | 174,916,436 | 974,147 | 872,623 | 11,338,487 |
1g | Gregory T. Lucier | 172,812,554 | 3,088,046 | 862,606 | 11,338,487 |
1h. | Jonathan J. Mazelsky | 174,487,048 | 1,403,574 | 872,584 | 11,338,487 |
1i. | Daniel T. Scavilla | 172,131,130 | 3,775,907 | 856,169 | 11,338,487 |
1j. | Leslie F. Varon | 174,918,214 | 983,722 | 861,270 | 11,338,487 |
| 1k. | Janet S. Vergis | 173,988,186 | 1,915,665 | 859,355 | 11,338,487 |
2.Ratification of appointment of Deloitte and Touche LLP as the Company’s independent registered public accountants for 2025. | | | | | | | | | | | |
For | Against | Abstain | Broker Non-Votes |
| 187,599,963 | 409,763 | 91,967 | — |
3.Approval, by non-binding advisory vote, of the Company’s executive compensation for 2024. | | | | | | | | | | | |
For | Against | Abstain | Broker Non-Votes |
| 170,911,500 | 4,944,479 | 907,227 | 11,338,487 |
4.Approval of Amendment No. 1 to the Company’s 2024 Omnibus Incentive Plan (the “2024 Plan”) to increase the number of shares of the Company’s Common Stock issuable under the 2024 Plan by 11,260,000 shares. | | | | | | | | | | | |
For | Against | Abstain | Broker Non-Votes |
| 165,989,940 | 10,631,325 | 141,941 | 11,338,487 |
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 | |
| Executive Vice President, Corporate Development, | |
| General Counsel and Secretary | |
Date: May 22, 2025