SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
February 24, 2022 (February 22, 2022)
Date of Report (Date of earliest event reported)
DENTSPLY SIRONA Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
13320 Ballantyne Corporate Place,
(Address of Principal Executive Offices)
(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.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective February 22, 2022, DENTSPLY SIRONA Inc. (the “Company”) appointed Dr. Dorothea Wenzel to the Board of Directors of the Company (the “Board”) and expanded the size of the Board from ten members to eleven members. The Board has determined that Dr. Wenzel qualifies as an independent director for purposes of the rules of The Nasdaq Stock Market as well as applicable rules and regulations adopted by the Securities and Exchange Commission. Dr. Wenzel will participate in the same compensation plans as the other non-employee members of the Board, as described under “Directors’ Compensation” in the Company’s proxy statement dated April 16, 2021 for its 2021 annual meeting of stockholders. Dr. Wenzel will serve as a member of the Company’s Audit and Finance Committee.
Item 7.01 Regulation FD Disclosure.
On February 24, 2022, the Company issued a press release announcing the appointment of Dr. Wenzel. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information furnished in Items 7.01 and 9.01 to this Form 8-K, including Exhibit 99.1, shall not be deemed “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, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 DENTSPLY SIRONA Inc. press release, dated February 24, 2022
104 Cover Page Interactive Date File (embedded within the Inline XBRL Document)
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/ Donald M. Casey, Jr.|
|Donald M. Casey, Jr.|
|Chief Executive Officer|
Date: February 24, 2022
Registered brands, trade names and logos are used. Even in particular cases, when they appear without their trademark, all corresponding legal rules and provisions apply. Clinicians may have been compensated for use of their experiences. Press Contact 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. 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 headquarter 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. Dentsply Sirona Announces Appointment of Dr. Dorothea Wenzel as New Board Member Dentsply Sirona, the world’s largest manufacturer of professional dental products and technologies, today announced that Dr. Dorothea Wenzel has been appointed to its Board of Directors. Charlotte, NC. February 23, 2022. DENTSPLY SIRONA Inc. (“Dentsply Sirona”) (Nasdaq: XRAY) today announced that Dr. Dorothea Wenzel has been appointed to its Board of Directors (the “Board”), increasing the size of its Board from ten to eleven members. Dr. Wenzel has also been appointed as a member of the Audit and Finance Committee. “On behalf of Dentsply Sirona and the Board of Directors, I am pleased to welcome Dr. Wenzel to Dentsply Sirona.” said Eric K. Brandt, Chairman of the Board. “Dr. Wenzel is a highly experienced executive with an impressive strategic, financial, and general management track record in the health care sector. Her expertise will enhance and broaden the Board’s international perspective as we continue to build and refresh our Board. We look forward to working with her to continue to shape the future of Dentsply Sirona and work to realize our vision advancing dentistry to improve oral health worldwide.“ Dr. Dorothea Wenzel served for Merck KGaA, Darmstadt, Germany, from June 2004 to August 2021, most recently since 2019 as Executive Vice President and Head of the Surface Solutions Business Unit. At Merck, KGaA, Darmstadt, Germany, she further held various Senior Management Positions in the Health Care Division of the DAX-listed company. Prior to joining Merck, Dr. Wenzel held a number of finance and business positions in the health care industry at AXA Krankenversicherung AG and Medvantis Holding AG and worked for several years as consultant and engagement manager at McKinsey & Comp. Dr. Wenzel was also a Member of the Staff of the Committee for the Sustainability of the Financing of the Social Security Systems of the Federal Ministry of Health (Germany). She holds a doctorate in Health Economics and a diploma in business & computer sciences from the Technical University of Darmstadt. Dr. Dorothea Wenzel is member of the supervisory board of Fresenius Medical Care AG & Co. KGaA and an independent director on the board of H. Lundbeck A/S. IMAGES are available at > Download Press Release