DENTSPLY SIRONA Inc.
For the period ended Jun 2, 2026. Filed Apr 23, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 2, 2026 · Filed Apr 23, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under § 240.14a-12
DENTSPLY SIRONA Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
| The 2026 Annual Meeting of Stockholders of DENTSPLY SIRONA Inc., a Delaware corporation (the “Company” or “Dentsply Sirona”), will be held: | |
| Date: | Tuesday, June 2, 2026 |
| Time: | 8:00 a.m. Eastern Time |
| Virtual Meeting Location: | http://www.virtualshareholdermeeting.com/XRAY2026 |
| Record Date: | April 6, 2026 |
Items of Business
1.to elect the twelve (12) director nominees named in the Company’s proxy statement to serve until the next Annual Meeting of Stockholders or until their respective successors are elected and qualified;
2.to ratify the appointment of the Company’s independent registered public accountants for 2026;
3.to approve, on a non-binding advisory basis, the Company’s executive compensation for 2025;
4.to approve Amendment No. 2 to the Company’s 2024 Omnibus Incentive Plan, as amended (“2024 Plan”), to increase the number of shares of the Company’s common stock issuable under the 2024 Plan by 15,000,000 shares; and
5.to transact such other business as may properly come before the meeting.
Dear Stockholder:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders of DENTSPLY SIRONA Inc., a Delaware corporation (the “Company” or “Dentsply Sirona”), which will be held at 8:00 a.m. Eastern Time on Tuesday, June 2, 2026. This year’s meeting will be held virtually via live webcast. You will be able to attend and listen to the 2026 Annual Meeting online and submit your questions during the meeting by visitingwww.virtualshareholdermeeting.com/XRAY2026. You will also be able to cast your vote electronically at the Annual Meeting. For more information on how to attend and vote your shares at our virtual meeting, please see the section entitled “ABOUT THE MEETING” in the Company’s accompanying proxy statement (the “Proxy Statement”).
We have decided to hold the Annual Meeting virtually again in 2026 and we believe that continuing to hold the Annual Meeting virtually allows us to improve stockholder accessibility, increase communications and reduce costs.
Only stockholders of record at the close of business on April 6, 2026 (the “Record Date”) are entitled to notice of, and to vote at, the meeting. At least ten days prior to the meeting, a complete list of stockholders entitled to vote will be available for inspection by any stockholder for any purpose germane to the meeting, during ordinary business hours, at the office of the Secretary of the Company at 13320 Ballantyne Corporate Place, Charlotte, NC 28277.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on June 2, 2026:
On or about April 23,2026, a Notice of Internet Availability of Proxy Materials and Notice of Annual Meeting of Stockholders (the “Notice”) is first being mailed to our stockholders that are of record as of the Record Date and our proxy materials are first being posted on the website referenced in the Notice (www.proxyvote.com).
Regardless of whether you expect to attend the meeting virtually, please vote in advance of the meeting by using one of the methods described in the Proxy Statement. As a stockholder of record, you may vote your shares (1) electronically at the meeting, (2) by telephone, (3) through the Internet, or (4) by completing and mailing a proxy card if you receive your proxy materials by mail. Specific instructions for voting by telephone or through the Internet are included in the Notice and in the Proxy Statement. If you virtually attend and vote at the meeting electronically, your vote at the meeting will replace any earlier vote you cast.
By Order of the Board of Directors
Lindi Barton-Brobst
Interim General Counsel and Assistant Secretary
13320 Ballantyne Corporate Place
Charlotte, NC 28277
April 23, 2026
Even though you may plan to attend the meeting virtually, please vote by telephone or the Internet, or execute the enclosed proxy card and mail it promptly (if you receive your proxy materials by mail), in which case a return envelope that requires no postage if mailed in the United States is enclosed for your convenience. Telephone and Internet voting information are also provided on your proxy card. Should you attend the meeting virtually, you may revoke your proxy and vote at the virtual meeting.
TABLE OF CONTENTS
| PROXY STATEMENT | 1 |
| 2026 PROXY SUMMARY | 2 |
| ABOUT THE MEETING | 5 |
| PROXY ITEM NO. 1: ELECTION OF DIRECTORS | 9 |
| CORPORATE GOVERNANCE | 24 |
| Corporate Governance Highlights | 24 |
| The Board of Directors and its Committees | 25 |
| Leadership Structure of the Board of Directors | 28 |
| Governance Practices and Policies | 28 |
| Selection of Nominees for the Board of Directors | 31 |
| Directors’ Compensation | 33 |
| Stock Ownership Guidelines for Directors | 35 |
| Communicating with the Board of Directors | 35 |
| Compensation Committee Interlocks and Insider Participation | 35 |
| Certain Relationships and Related Party Transactions | 36 |
| Executive Officers of the Company | 37 |
| EXECUTIVE COMPENSATION | 38 |
| COMPENSATION DISCUSSION AND ANALYSIS | 38 |
| Named Executive Officers | 38 |
| 2025 Performance | 39 |
| Pay for Performance | 41 |
| Say-on-Pay Vote in 2025 and Active Investor Engagement | 42 |
| Compensation Philosophy and Objectives | 43 |
| Compensation Governance Best Practices | 44 |
| Review of Pay Relative to Peer Groups | 45 |
| Determination of 2025 Executive Compensation | 46 |
| Other Compensation Matters | 56 |
| COMPENSATION & HUMAN CAPITAL COMMITTEE REPORT ON EXECUTIVE COMPENSATION | 61 |
| EXECUTIVE COMPENSATION TABLES | 63 |
| CEO PAY RATIO DISCLOSURE | 82 |
| PAY VERSUS PERFORMANCE | 83 |
| PRINCIPAL BENEFICIAL OWNERS OF SHARES | 88 |
| 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 2025 | 94 |
| PROXY ITEM NO. 4: APPROVAL OF AMENDMENT NO. 2 TO 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 | 96 |
| SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 106 |
| OTHER MATTERS | 107 |
| APPENDIX A—Amendment No. 2 to the 2024 Omnibus Incentive Plan | A-1 |
|---|---|
| APPENDIX B—Reconciliation of Non-GAAP Information to GAAP Information | B-1 |
Forward-Looking Statements
All statements included or incorporated by reference in this Proxy Statement and other filings with the U.S. Securities and Exchange Commission (the "SEC") that do not directly and exclusively relate to historical facts constitute "forward-looking statements." These statements represent current expectations and beliefs, and no assurance can be given that the results described in such statements will be achieved. Such statements are subject to numerous assumptions, risks, 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. No assurance can be given that any expectation, belief, goal or plan set forth in any forward-looking statement can or will be achieved, and readers are cautioned not to place undue reliance on such statements which speak only as of the date they are made. We do not undertake any obligation to update or release any revisions to any forward-looking statement, or to report any events or circumstances after the date of this Proxy Statement, 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; increased regulation that impacts the Company’s business; the Company’s failure to receive any regulatory authorization needed to commercialize any particular product or service offering; 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 anticipate and appropriately adapt to changes or trends within the rapidly changing dental industry. Furthermore, many of these risks and uncertainties are currently amplified by and may continue to be amplified by or may, in the future, be amplified by, macroeconomic conditions, such as recession risks, elevated levels of inflation and higher interest rates, that affect our customers, employees, vendors and the economies and communities where they operate. When reviewing any forward-looking statement, you should carefully consider these and other relevant factors, including those risk factors in Item 1A, “Risk Factors” of the Company’s most recent Form 10-K, any other information included or incorporated by reference in such Form 10-K, and information which may be contained in the Company’s other filings with the SEC. Investors should understand it is impossible to predict or identify all such factors or risks. As such, you should not consider either the foregoing list, or the risks identified in the Company’s SEC filings, to be a complete discussion of all potential risks or uncertainties associated with an investment in the Company.
Nothing on our website, including our Sustainability Report, or on the other websites referenced throughout this document shall be deemed incorporated by reference into this Proxy Statement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.