DENTSPLY SIRONA Inc. Announces 2024 Annual Meeting of Stockholders

Ticker: XRAY · Form: DEF 14A · Filed: Apr 10, 2024 · CIK: 818479

Dentsply Sirona Inc. DEF 14A Filing Summary
FieldDetail
CompanyDentsply Sirona Inc. (XRAY)
Form TypeDEF 14A
Filed DateApr 10, 2024
Risk Levellow
Pages16
Reading Time19 min
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Stockholders, Executive Compensation, Incentive Plan

TL;DR

<b>DENTSPLY SIRONA Inc. will hold its 2024 Annual Meeting of Stockholders virtually on May 22, 2024, to vote on director elections, executive compensation, and incentive plans.</b>

AI Summary

DENTSPLY SIRONA Inc. (XRAY) filed a Proxy Statement (DEF 14A) with the SEC on April 10, 2024. The 2024 Annual Meeting of Stockholders for DENTSPLY SIRONA Inc. will be held virtually on May 22, 2024, at 8:00 a.m. Eastern Time. Stockholders of record as of March 25, 2024, are eligible to attend and vote. Key items of business include the election of ten director nominees, ratification of independent auditors, and advisory approval of executive compensation for 2023. The meeting agenda also includes proposals to approve the 2024 Omnibus Incentive Plan and the Amended and Restated Employee Stock Purchase Plan. The company is filing a Definitive Proxy Statement (DEF 14A) with the SEC, with no filing fee required.

Why It Matters

For investors and stakeholders tracking DENTSPLY SIRONA Inc., this filing contains several important signals. This filing provides shareholders with crucial information regarding the company's governance, executive compensation, and equity incentive plans, enabling informed voting decisions. The virtual format of the meeting aims to increase accessibility for stockholders to participate in corporate decision-making and engage with management.

Risk Assessment

Risk Level: low — DENTSPLY SIRONA Inc. shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational risks indicated.

Analyst Insight

Review the director nominees, executive compensation details, and proposed incentive plans to make informed voting decisions at the upcoming annual meeting.

Key Numbers

  • 10 — Director Nominees (Number of director nominees to be elected at the meeting)
  • 2024 — Annual Meeting Year (The year of the upcoming annual meeting)
  • 2023 — Executive Compensation Year (The year for which executive compensation is subject to advisory approval)

Key Players & Entities

  • DENTSPLY SIRONA Inc. (company) — Registrant and filer of the proxy statement
  • May 22, 2024 (date) — Date of the 2024 Annual Meeting of Stockholders
  • March 25, 2024 (date) — Record date for determining stockholders eligible to vote
  • 2023 (date) — Fiscal year for which executive compensation is being approved on an advisory basis
  • 2024 (date) — Fiscal year for which independent registered public accountants are being ratified and the Omnibus Incentive Plan is proposed

FAQ

When did DENTSPLY SIRONA Inc. file this DEF 14A?

DENTSPLY SIRONA Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 10, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by DENTSPLY SIRONA Inc. (XRAY).

Where can I read the original DEF 14A filing from DENTSPLY SIRONA Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by DENTSPLY SIRONA Inc..

What are the key takeaways from DENTSPLY SIRONA Inc.'s DEF 14A?

DENTSPLY SIRONA Inc. filed this DEF 14A on April 10, 2024. Key takeaways: The 2024 Annual Meeting of Stockholders for DENTSPLY SIRONA Inc. will be held virtually on May 22, 2024, at 8:00 a.m. Eastern Time.. Stockholders of record as of March 25, 2024, are eligible to attend and vote.. Key items of business include the election of ten director nominees, ratification of independent auditors, and advisory approval of executive compensation for 2023..

Is DENTSPLY SIRONA Inc. a risky investment based on this filing?

Based on this DEF 14A, DENTSPLY SIRONA Inc. presents a relatively low-risk profile. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational risks indicated.

What should investors do after reading DENTSPLY SIRONA Inc.'s DEF 14A?

Review the director nominees, executive compensation details, and proposed incentive plans to make informed voting decisions at the upcoming annual meeting. The overall sentiment from this filing is neutral.

How does DENTSPLY SIRONA Inc. compare to its industry peers?

DENTSPLY SIRONA Inc. operates in the dental equipment and supplies industry, a sector focused on providing products and solutions for dental professionals.

Are there regulatory concerns for DENTSPLY SIRONA Inc.?

The filing is made under the Securities Exchange Act of 1934, specifically Schedule 14A, which governs the solicitation of proxies from shareholders.

Industry Context

DENTSPLY SIRONA Inc. operates in the dental equipment and supplies industry, a sector focused on providing products and solutions for dental professionals.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Schedule 14A, which governs the solicitation of proxies from shareholders.

What Investors Should Do

  1. Review the list of director nominees and their qualifications.
  2. Analyze the company's executive compensation for 2023 and the proposed 2024 Omnibus Incentive Plan.
  3. Understand the details of the Amended and Restated Employee Stock Purchase Plan.

Key Dates

  • 2024-05-22: 2024 Annual Meeting of Stockholders — Key date for shareholder voting on company matters.
  • 2024-03-25: Record Date — Determines which shareholders are eligible to vote at the annual meeting.

Year-Over-Year Comparison

This is the initial filing for the 2024 proxy season, providing details for the upcoming annual meeting.

Filing Stats: 4,692 words · 19 min read · ~16 pages · Grade level 12.1 · Accepted 2024-04-10 16:09:40

Filing Documents

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 1 PROXY STATEMENT 2 2024 PROXY SUMMARY 3 ABOUT THE MEETING 6 PROXY ITEM NO. 1: ELECTION OF DIRECTORS 10 CORPORATE GOVERNANCE 24 Corporate Governance Highlights 24 The Board of Directors and its Committees 24 Leadership Structure of the Board of Directors 27 Governance Practices and Policies 27 Beyond: Taking Action for a Brighter World 29 Selection of Nominees for the Board of Directors 31 Directors' Compensation 32 Stock Ownership Guidelines for Directors 34 Communicating with the Board of Directors 34 Compensation Committee Interlocks and Insider Participation 34 Certain Relationships and Related Party Transactions 35 Executive Officers of the Company 36

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 38 COMPENSATION DISCUSSION AND ANALYSIS 38 Named Executive Officers 38 2023 Performance 38 Pay for Performance 42 Say-on-Pay Vote in 2023 and Investor Engagement 42 Compensation Philosophy and Objectives 42 Compensation Governance Best Practices 44 Review of Pay Relative to Peer Groups 45 Determination of 2023 Executive Compensation 45 Other Compensation Matters 55 HUMAN RESOURCES COMMITTEE REPORT ON EXECUTIVE COMPENSATION 61 ASSESSMENT OF RISK 62

EXECUTIVE COMPENSATION TABLES

EXECUTIVE COMPENSATION TABLES 63 CEO PAY RATIO DISCLOSURE 81 PAY VERSUS PERFORMANCE 82 PRINCIPAL BENEFICIAL OWNERS OF SHARES 87 REPORT OF THE AUDIT AND FINANCE COMMITTEE 91 PROXY ITEM NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS 92 PROXY ITEM NO. 3: NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION FOR 2023 95 PROXY ITEM NO. 4: APPROVAL OF THE 2024 OMNIBUS INCENTIVE PLAN 97 PROXY ITEM NO. 5: APPROVAL OF THE AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN 107 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 112 OTHER MATTERS 113 APPENDIX A—2024 Omnibus Incentive Plan A-1 APPENDIX B—Amended and Restated Employee Stock Purchase Plan B-1 APPENDIX C—Reconciliation of Non-GAAP Information to GAAP Information C-1 TABLE OF CONTENTS

Forward-Looking Statements

Forward-Looking Statements This Proxy Statement contains statements that do not directly and exclusively relate to historical facts which constitute forward-looking statements. The Company's forward-looking statements represent current expectations and beliefs and involve risks and uncertainties. Actual results may differ significantly from those projected or suggested in any forward-looking statements and no assurance can be given that the results described in such forward-looking statements will be achieved. Investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date they are made. The forward-looking statements are subject to numerous assumptions, risks and uncertainties and other factors that could cause actual results to differ materially from those described in such statements, many of which are outside of our control. The Company does not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Any number of factors could cause the Company's actual results to differ materially from those contemplated by any forward-looking statements, including, but not limited to, the risks associated with the following: the Company's ability to remain profitable in a very competitive marketplace, which depends upon the Company's ability to differentiate its products and services from those of competitors; the Company's failure to realize assumptions and projections, which may result in the need to record additional impairment charges; the effect of changes to the Company's distribution channels for its products and the failure of significant distributors of the Company to effectively manage their inventories; the Company's ability to control costs and failure to realize expected benefits of cost reduction and restructuring efforts and the Company's failure to

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