DENTSPLY SIRONA holders approve pay and incentive plan

DENTSPLY SIRONA Inc. reported the results of its annual meeting of stockholders held on June 2, 2026.

Rhea-AI Filing Summary

DENTSPLY SIRONA Inc. reported the results of its annual meeting of stockholders held on June 2, 2026. Stockholders elected twelve directors to serve until the next annual meeting or until successors are elected and qualified, with each nominee receiving more votes "For" than "Against."

Stockholders ratified the appointment of Deloitte & Touche LLP as independent registered public accountants for 2026, with 182,033,381 votes in favor. They also approved, on a non-binding advisory basis, the Company’s 2025 executive compensation. In addition, stockholders approved an amendment to the 2024 Omnibus Incentive Plan to increase the number of shares of common stock issuable under the plan by 15,000,000 shares.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Auditor ratification For votes: 182,033,381 votes Say-on-pay For votes: 158,496,058 votes Incentive plan amendment For votes: 139,933,388 votes +2 more

5 metrics

Auditor ratification For votes 182,033,381 votes Ratification of Deloitte & Touche LLP for 2026

Say-on-pay For votes 158,496,058 votes Non-binding advisory approval of 2025 executive compensation

Incentive plan amendment For votes 139,933,388 votes Approval of Amendment No. 2 to 2024 Omnibus Incentive Plan

Additional shares under 2024 Plan 15,000,000 shares Increase in common stock issuable under 2024 Omnibus Incentive Plan

CEO director election For votes 167,087,998 votes Election of director Daniel T. Scavilla

Key Terms

broker non-votes, non-binding advisory vote, 2024 Omnibus Incentive Plan, independent registered public accountants, +1 more

5 terms

broker non-votes financial

"Director | For | Against | Abstain | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory vote financial

"Approval, by non-binding advisory vote, of the Company’s executive compensation for 2025."

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

2024 Omnibus Incentive Plan financial

"Amendment No. 2 to the Company’s 2024 Omnibus Incentive Plan (the “2024 Plan”)"

independent registered public accountants financial

"Ratification of appointment of Deloitte and Touche LLP as the Company’s independent registered public accountants for 2026."

Independent registered public accountants are external auditing firms licensed to examine a public company’s financial records and issue an objective opinion on whether the financial statements are accurate and follow accounting rules. They matter to investors because their independent check is like a neutral referee confirming the score in a game — it reduces the risk of errors or misleading information and helps investors trust the financial reports used to make decisions.

emerging growth company regulatory

"Emerging growth company o Item 5.07 Submission of Matters"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did DENTSPLY SIRONA (XRAY) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing twelve directors, ratifying Deloitte & Touche LLP as independent auditors for 2026, approving 2025 executive compensation, and amending the 2024 Omnibus Incentive Plan to add 15,000,000 issuable shares of common stock for equity awards.

Were all DENTSPLY SIRONA (XRAY) director nominees elected at the 2026 annual meeting?

All twelve director nominees were elected, each receiving more votes "For" than "Against." Vote totals varied by nominee, with candidates such as Daniel T. Scavilla receiving over 167 million votes in favor, along with broker non-votes reported for each director item.

Did DENTSPLY SIRONA (XRAY) stockholders approve the 2025 executive compensation package?

Yes, stockholders approved the Company’s 2025 executive compensation in a non-binding advisory vote. The resolution received 158,496,058 votes "For," 9,090,084 votes "Against," 255,173 abstentions, and 14,762,922 broker non-votes recorded on the compensation proposal.

How did DENTSPLY SIRONA (XRAY) stockholders vote on the Deloitte & Touche auditor ratification?

Stockholders strongly supported ratifying Deloitte & Touche LLP as independent registered public accountants for 2026. The proposal received 182,033,381 votes "For," 465,064 votes "Against," and 105,792 abstentions, with no broker non-votes reported on the auditor ratification item.

What change was made to DENTSPLY SIRONA’s 2024 Omnibus Incentive Plan?

Stockholders approved Amendment No. 2 to the 2024 Omnibus Incentive Plan, increasing the number of shares of common stock issuable under the plan by 15,000,000 shares. The amendment received 139,933,388 votes "For," 27,713,777 "Against," 194,150 abstentions, and 14,762,922 broker non-votes.

How did DENTSPLY SIRONA (XRAY) shareholders vote on the incentive plan amendment?

The incentive plan amendment was approved with 139,933,388 votes "For" and 27,713,777 votes "Against." There were 194,150 abstentions and 14,762,922 broker non-votes, authorizing an additional 15,000,000 shares for issuance under the 2024 Omnibus Incentive Plan for future equity awards.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/04/2026 - 04:23 PM Learn about SEC filing dates

0000818479false00008184792026-06-022026-06-02

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

June 2, 2026

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.

o

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 June 2, 2026. The following matters were voted upon at the Annual Meeting, with the results indicated:

1.Election of twelve 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			167,115,711			642,651			82,953			14,762,922
1b.			James D. Forbes			167,030,832			726,831			83,652			14,762,922
1c.			Brian T. Gladden			167,131,075			633,358			76,882			14,762,922
1d.			Betsy D. Holden			144,275,619			23,407,281			158,415			14,762,922
1e.			Clyde R. Hosein			166,571,426			1,166,383			103,506			14,762,922
1f.			Gregory T. Lucier			164,966,222			2,723,724			151,369			14,762,922
1g.			Jonathan J. Mazelsky			164,501,688			3,177,506			162,121			14,762,922
1h.			Brian P. McKeon			167,101,344			657,813			82,158			14,762,922
1i.			Daniel T. Scavilla			167,087,998			674,884			78,433			14,762,922
1j.			Leslie F. Varon			166,054,818			1,611,470			175,027			14,762,922
1k.			Janet S. Vergis			165,269,825			2,490,769			80,721			14,762,922
1l.			Donald J. Zurbay			116,568,821			51,059,271			213,223			14,762,922

2.Ratification of appointment of Deloitte and Touche LLP as the Company’s independent registered public accountants for 2026.

For			Against			Abstain			Broker Non-Votes
182,033,381			465,064			105,792			—

3.Approval, by non-binding advisory vote, of the Company’s executive compensation for 2025.

For			Against			Abstain			Broker Non-Votes
158,496,058			9,090,084			255,173			14,762,922

4.Approval of Amendment No. 2 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 15,000,000 shares.

For			Against			Abstain			Broker Non-Votes
139,933,388			27,713,777			194,150			14,762,922

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/ Daniel T. Scavilla
			Daniel T. Scavilla
			President and Chief Executive Officer

Date: June 4, 2026

Filing Exhibits & Attachments

3 documents

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