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DENTSPLY SIRONA Inc

For the period ended May 22, 2024. Filed Apr 10, 2024.

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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.

May 22, 2024 · Filed Apr 10, 2024

XRAY$9.46-6.2%Stored close · as of Nov 6, 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 2024 Annual Meeting of Stockholders of DENTSPLY SIRONA Inc., a Delaware corporation (the “Company” or “Dentsply Sirona”), will be held:​
​Date:Wednesday, May 22, 2024​
​Time:8:00 a.m. Eastern Time​
​Virtual Meeting Location:http://www.virtualshareholdermeeting.com/XRAY2024​
​Record Date:March 25, 2024​
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​ · Items of Business · ​
​1.to elect the ten (10) 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 2024;​
​3.to approve, on a non-binding advisory basis, the Company’s executive compensation for 2023;​
​4.to approve the Company’s 2024 Omnibus Incentive Plan;​
​5.to approve the Company’s Amended and Restated Employee Stock Purchase Plan; and​
​6.to transact such other business as may properly come before the meeting.​

Dear Stockholder:

You are cordially invited to attend the 2024 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 Wednesday, May 22, 2024. This year’s meeting will be held virtually via live webcast. You will be able to attend and listen to the 2024 Annual Meeting online and submit your questions during the meeting by visitingwww.virtualshareholdermeeting.com/XRAY2024. 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 2024 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 March 25, 2024 (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 Shareholder Meeting To Be Held on May 22, 2024:

On or about April 12, 2024, a Notice of Internet Availability of Proxy Materials and Notice of Annual Meeting of Stockholders (the “Notice”) is first being mailed to our stockholders 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

Executive Vice President, Corporate Development, General Counsel and Secretary

13320 Ballantyne Corporate Place

Charlotte, NC 28277

April 10, 2024

​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.​
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