xray-20230929
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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

September 29, 2023
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareXRAYThe 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 September 27, 2023, Harry M. Jansen Kraemer, Jr. notified the Board of Directors (the “Board”) of DENTSPLY SIRONA Inc. (the “Company”) of his intent to retire from the Board effective December 31, 2023. Mr. Kraemer’s retirement is not the result of any disagreement with the Company.

Item 7.01. Regulation FD Disclosure

Consistent with the Company’s planned succession process and its desire for continued Board refreshment, the Chairman of the Board Eric K. Brandt notified the Board of his intent to rotate from his role as Chairman of the Board, effective as of the end of the year, and will continue to serve both as a member of the Board and the Corporate Governance and Nominating Committee. On September 27, 2023, the Board appointed Gregory T. Lucier as the Chairman of the Board and as a member of the Corporate Governance and Nominating Committee, effective January 1, 2024.

The Company’s press release announcing Mr. Brandt’s transition to Mr. Lucier as Chairman of the Board and the retirement of Mr. Kraemer 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 September 29, 2023
104Cover 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, Senior Vice President, Corporate
Development, General Counsel and Secretary

Date: September 29, 2023

ex991-chairmanappointmen
Dentsply Sirona Announces Planned Board Succession Charlotte, N.C., September 29, 2023 - DENTSPLY SIRONA Inc. (“Dentsply Sirona” or the “Company”) (Nasdaq: XRAY) today announced that, as part of its planned succession process and consistent with the Company’s Board of Directors’ (the “Board”) commitment to periodic Board refreshment in line with its Corporate Governance Guidelines, the Board has appointed Gregory T. Lucier as Chairman of the Board and as a member of the Corporate Governance and Nominating Committee, effective January 1, 2024. Following six years as Chairman of the Board, Eric K. Brandt will rotate from his role as non-Executive Chairman at the end of the year and will continue to serve as a member of both the Board and the Corporate Governance and Nominating Committee. “As a Board we believe in continued refreshment and leadership development and work to transition leadership roles approximately every six years. I believe that our collective efforts have set a strong course for future success and I am confident that the Company will prosper with Greg as its Chairman.” Mr. Brandt said. “On behalf of the entire Board, I want to extend my heartfelt appreciation to Eric for his leadership and dedication to this organization as our Chairman. His guidance has positioned the Company well for future growth.” said Mr. Lucier. Additionally, Harry M. Jansen Kraemer, Jr. notified the Board of his intent to retire effective December 31, 2023, after more than 17 years of service and dedication to the Board. Mr. Kraemer was originally appointed to the Board of Directors of Sirona Dental Systems, Inc. in June 2006. Mr. Brandt commented, “On behalf of the Board, we are very grateful for Harry’s many years of valuable service during a transformational period in the Company’s history. Over his 17 year tenure as a key Board member, first with Sirona Dental Systems and then with the combined Company following the merger, Harry has made extraordinary contributions to leadership, values, strategy, and business economics and we wish him well in his retirement.” Mr. Lucier was appointed as a Director of the Company in 2019. He has served as the Chief Executive Officer of Corza Health, a life sciences company, since 2018 and is an over 30 year veteran of the healthcare industry. Prior to Corza Health, Mr. Lucier was Chairman and Chief Executive Officer of NuVasive, a global technology leader in minimally invasive spine and orthopedic surgery, from 2015 to 2018. Prior to NuVasive, from 2003 to 2014, he served as Chairman and CEO of Life Technologies. About Dentsply Sirona Dentsply Sirona is the world’s largest manufacturer of professional dental products and technologies, with over a century of innovation and service to the dental industry and patients worldwide. Dentsply Sirona develops, manufactures, and markets a comprehensive solution offering including dental and oral health products as well as other consumable medical devices under a strong portfolio of world class brands. Dentsply Sirona’s products provide innovative, high-quality and effective solutions to advance patient care and deliver better and safer dental care. Dentsply Sirona’s headquarters is located in Charlotte, North Carolina. The Company’s shares are listed in the United States on Nasdaq under the symbol XRAY. Visit www.dentsplysirona.com for more information about Dentsply Sirona and its products. Contact Information Investors: Andrea Daley Vice President, Investor Relations


 
+1-704-805-1293 InvestorRelations@dentsplysirona.com Press: Marion Par-Weixlberger VP, Corporate Communications and PR +43 676 848414588 marion.parweixlberger@dentsplysirona.com