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
February 5, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 5, 2025, upon the recommendation of the Corporate Governance and Nominating Committee (the “Governance Committee”) of the Board of Directors (the “Board”) of DENTSPLY SIRONA Inc. (the “Company”), and in accordance with the Company’s By-laws, the Board approved an increase in the number of directors from 10 to 11.
Upon the further recommendation of the Governance Committee, the Board appointed Messrs. Michael J. Barber and Daniel T. Scavilla to the Board, effective immediately. Messrs. Barber and Scavilla will hold such office until the election of directors at the 2025 annual meeting of shareholders. Mr. Barber will serve as a member of the Science and Technology Committee of the Board and Mr. Scavilla will serve as a member of the Audit and Finance Committee of the Board.
Messrs. Barber and Scavilla will participate in the same compensation plans as the other non-employee members of the Board, as described under “Directors’ Compensation” in the Company’s definitive proxy statement filed with the SEC on April 10, 2024 for its 2024 annual meeting of shareholders.
Also on February 5, 2025, Dr. Dorothea Wenzel notified the Board of her resignation as a member of the Board, effective immediately. Dr. Wenzel’s decision to resign is not the result of any disagreement with the Company.
Item 7.01 Regulation FD Disclosure
The Company’s press release announcing the appointment of Messrs. Barber and Scavilla as members of the Board and the resignation of Dr. Wenzel as a member of the Board is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01. Financial Statements and Exhibits
| | | | | | | | |
| (d) Exhibits: |
| | |
| | DENTSPLY SIRONA Inc. Press Release Issued February 6, 2025 |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
| | |
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: February 6, 2025
