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

January 17, 2018 (January 14, 2018)
Date of Report (Date of earliest event reported)

DENTSPLY SIRONA Inc.
(Exact name of registrant as specified in its charter)

0-16211
(Commission File Number)

Delaware
 
39-1434669
(State of Incorporation)
 
(IRS Employer Identification No.)
     
221 West Philadelphia Street,
   
York, Pennsylvania
 
17401-2991
(Address of principal executive offices)
 
(Zip Code)

Registrant's telephone number, including area code:     (717) 845-7511

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:

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-(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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.




Item 5.02  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Effective January 14, 2018, DENTSPLY SIRONA Inc. (the “Company”) appointed Betsy D. Holden and Leslie F. Varon to the Board of Directors of the Company (the “Board”) and expanded the size of the Board from nine members to 11 members.  Ms. Holden will serve as a member of the Board’s Human Resources Committee, and Ms. Varon will serve as a member of its Audit and Finance Committee.  Ms. Holden and Ms. Varon will participate in the same compensation plans as the other non-employee members of the Board, as presently described under “2016 Compensation of Directors” in the Company’s proxy statement dated April 13, 2017 for its 2017 annual meeting of stockholders.  The Board’s Chairman, Eric K. Brandt, ceased his service on those committees effective as of the appointment of Ms. Holden and Ms. Varon.  As is being separately disclosed today, Donald M. Casey Jr. will also join the Board upon his appointment as Chief Executive Officer of the Company effective February 12, 2018, at which time the size of the Board will increase from 11 members to 12 members.

Item 8.01   Other Events.

On January 17, 2018, the Company issued a press release announcing the appointment of Ms. Holden and Ms. Varon.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d)   Exhibits:

99.1   DENTSPLY SIRONA Inc. press release dated January 17, 2018





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/ Keith J. Ebling
   
Keith J. Ebling
   
Executive Vice President, Secretary and
   
General Counsel



Date: January 17, 2018

 
 
Exhibit 99.1
 

 
 
 
 
Dentsply Sirona Announces the Addition of New Board Members


York, Pennsylvania, January 17, 2018– DENTSPLY SIRONA Inc. (“Dentsply Sirona”)  (NASDAQ: XRAY), The Dental Solutions Company™, today announced that the size of its Board of Directors has been increased from nine to twelve members and that three new board members have been appointed.  Joining the Board of Directors are Betsy D. Holden and Leslie F. Varon, in addition to Don M. Casey Jr., Dentsply Sirona’s newly appointed Chief Executive Officer.

“We are delighted to welcome Betsy and Leslie to Dentsply Sirona’s Board of Directors,” said Eric. K. Brandt, Non-Executive Chairman of the Board.  “Both individuals are internationally recognized business leaders, incredibly talented and bring a broad set of skills to Dentsply Sirona.  We are fortunate to add such high caliber people to help us achieve our potential as the market leader in dental products and technologies.”

Betsy D. Holden commented: “I am excited to join Dentsply Sirona, the innovator in the dental industry and do my part in collaboration with Management and the Board to help the company achieve its Mission of empowering dental professionals to deliver better, safer, faster dental care.”

Leslie F. Varon added: “Dentsply Sirona is the global market leader in the dental industry with significant growth opportunities.  I am eager to partner with my fellow Board members, the management team and employees to improve oral health worldwide and create long-term shareholder value.”


About Betsy D. Holden:
Betsy D. Holden is a senior advisor to McKinsey & Company, working with clients across industries on strategy, marketing, innovation, and board effectiveness initiatives.  Ms. Holden was formerly Co-CEO of Kraft Foods and CEO of Kraft Foods North America. At the time, Kraft Foods was the largest food company in North America and the second largest in the world.

In addition to her CEO role at Kraft, Ms. Holden also held the positions of president, Global Marketing and Category Development; executive vice president with responsibility for Operations, IT, Procurement, R&D, and Consumer Insights and Communications; president of the Kraft Cheese Division; president of the Pizza Division; plus multiple line brand management assignments. Ms. Holden introduced new products that generated over $2 billion in revenue and under her leadership Kraft received numerous marketing, new product, and ‘best places to work’ accolades.

Ms. Holden serves on the Board of Diageo PLC, Time Inc. and The Western Union Company.  Previously, she also served on the Boards of Catamaran Corp., Tribune Co., Kraft Foods and Tupperware Brands. Ms. Holden graduated Summa Cum Laude and Phi Beta Kappa with a BA from Duke University and received a Masters of management in marketing and finance from Northwestern University’s Kellogg School of Management. She was named to Fortune’s Most Powerful Women’s list multiple times.
 
 







About Leslie F. Varon:
Leslie F. Varon has an extensive record of financial and business leadership in corporate financial management and investor relations.  She has significant experience driving business transformation over 30 years at Xerox Corporation, including complex turnarounds, mergers and acquisitions, crisis management and the spinoff of a major business unit. During her career with Xerox, Ms. Varon has served in a variety of senior roles including as the company’s Chief Financial Officer, corporate controller, vice president of finance for North America and head of investor relations and was responsible for all finance, treasury, investor relations, risk management, mergers and acquisitions, tax, audit, procurement and real estate operations at Xerox.

Ms. Varon serves on the Board of Hamilton Lane Incorporated. Ms. Varon holds a Bachelor of Arts degree from Binghamton University and a Master's degree in Business Administration with concentrations in finance and marketing from Virginia Polytechnic Institute.

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 solutions offering including dental and oral health products as well as other consumable medical devices under a strong portfolio of world class brands.  As The Dental Solutions Company™, Dentsply Sirona’s products provide innovative, high-quality and effective solutions to advance patient care and deliver better, safer and faster dentistry.  Dentsply Sirona’s global headquarters is located in York, Pennsylvania, and the international headquarters is based in Salzburg, Austria. 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:
Joshua Zable, IRC
Vice President, Investor Relations
+1-718-482-2184
joshua.zable@dentsplysirona.com