📜 What This Document Is 🧐

This document is a Definitive Proxy Statement (a DEF 14A) that DENTSPLY SIRONA Inc. filed with the SEC. Think of it as the rulebook and instruction manual for the company's annual meeting. It doesn't contain financial results but rather outlines what stockholders need to vote on and why.

👉 Why it matters: This statement dictates how the company will be governed for the coming year, detailing who the directors are, how executive pay will be determined, and how the company structure will be maintained.

📅 Meeting Logistics and Voting Requirements 🗓️

The Proxy Statement outlines the logistics for the 2026 Annual Meeting of Stockholders. This meeting is scheduled for Tuesday, June 2, 2026, beginning at 8:00 a.m. Eastern Time.

• Record Date: Only stockholders of record as of April 6, 2026, are entitled to vote.
• Location: The meeting will be held virtually via live webcast, accessible at http://www.virtualshareholdermeeting.com/XRAY2026.
• Voting Mechanics: Stockholders are urged to vote electronically via the Internet, by telephone (1-800-690-6903), or by mailing a proxy card. A reminder is given that the vote at the virtual meeting will replace any earlier votes cast.

🗳️ Key Proposals for the 2026 Annual Meeting 📝

The proxy requires stockholders to vote on four specific, major proposals. The Board of Directors recommends voting FOR all four items.

• 1. Election of Directors: Shareholders vote to elect the twelve (12) director nominees to serve until the next Annual Meeting.
• 2. Independent Public Accountants: Shareholders vote to ratify the appointment of Deloitte & Touche LLP as the independent registered public accountants for 2026.
• 3. Executive Compensation: Shareholders vote, on a non-binding advisory basis, to approve the Company’s executive compensation for 2025. This is often called the "Say-on-Pay" vote.
• 4. Increase in Shares: Shareholders vote to approve Amendment No. 2 to the 2024 Omnibus Incentive Plan, which would increase the number of common shares issuable under the plan by 15,000,000 shares.

🧑‍💼 The Board of Directors and Governance 👨‍⚖️

The Board of Directors is responsible for overseeing the company’s overall management and establishing corporate policies. The Board maintains a commitment to high governance standards, including requiring all directors to undergo Board and Committee evaluations.

• Board Composition: There will be 12 director nominees elected. The Board emphasizes having a diverse mix of skills, global perspectives, and varied tenures.
• Director Experience: The collective group of directors possesses deep experience across many areas, including:
  • Leadership in large companies (12/12 directors have this experience).
  • Significant medical device or industry experience (9/12 directors).
  • Financial literacy (12/12 directors).
  • Expertise in capital allocation/deployment (12/12 directors).
• Board Oversight: The Board operates through four standing, independent committees:
  • Audit and Finance Committee: Oversees financial reporting, internal controls, and the selection of external auditors.
  • Compensation & Human Capital Committee: Manages executive pay and overall employee compensation strategies.
  • Corporate Governance and Nominating Committee: Identifies and recommends director nominees and reviews governance policies.
  • Science and Technology Committee: Assists the Board in overseeing the company’s scientific and technological direction.
• Governance Policies: The Board enforces strict policies, including mandatory retirement at age 75 for all directors and maintaining a 3%, 3-year proxy access bylaw for stockholders.
• Director Changes: The Board notes that Mr. Deese, who served since 2011, is not standing for election after the 2026 Annual Meeting. Daniel T. Scavilla was appointed as President and CEO effective August 1, 2025.

🏆 Executive Compensation & Pay-for-Performance 💰

This section addresses the pay structure for the company’s top leaders (NEOs). The compensation vote is non-binding, but the Board considers the results when making future decisions.

• Board Recommendation: The Board recommends a vote FOR, arguing that the compensation program aligns the interests of the leaders with the stockholders’ interest.
• Key Metrics: The filing highlights the importance of linking management rewards to both individual and company performance, aiming to create long-term shareholder value.
• CEO Pay Ratio: The Board provides specific data on compensation, including the "CEO Pay Ratio Disclosure" (though the specific numbers are summarized in the filing text, they signal the scale of top executive compensation relative to the average employee).

🏛️ Corporate Governance Structure and Leadership 🗺️

The company emphasizes maintaining a clear separation of duties among its highest-ranking officers to ensure effective oversight.

• Separation of Roles: The roles of Non-Executive Chairman and Chief Executive Officer are held by separate individuals (Mr. Lucier and Mr. Scavilla, respectively).
• Why it matters: The Board states that this separation is best for the company, as it allows the CEO to focus on operations and allows the Chairman to focus on Board matters. This setup is designed to ensure the independence of the Board’s oversight role.

🚀 Stock Incentive Plans and Shares Authorized 📈

The company is asking for approval to significantly increase the pool of shares that can be used to reward employees.

• Proposal: Stockholders are asked to approve Amendment No. 2 to the 2024 Omnibus Incentive Plan.
• Increase Amount: This amendment would increase the number of common shares issuable under the plan by 15,000,000 shares.
• Purpose: These share incentives are used as part of the compensation package to encourage employees and executives to work towards generating long-term value for the company.

📞 Voting Instructions and Contact Information 📧

This section details the procedural rules for stockholders wishing to cast their vote.

• Voting Deadline: The deadline to vote by telephone or Internet is 11:59 p.m. Eastern Time on June 1, 2026.
• Voting Methods: Stockholders of record can vote electronically at the meeting, by telephone, by Internet, or by mailing a proxy card.
• ESOP Participants: For participants in the 401(k) Savings and Employee Stock Ownership Plan (“ESOP”), voting instructions must be received by 11:59 p.m. Eastern Time on Thursday, May 28, 2026.
• Corporate Contact: Any questions can be directed to the Corporate Secretary at 13320 Ballantyne Corporate Place, Charlotte, NC 28277.

🧠 The Analogy 🏞️

Think of a Proxy Statement like a playbook for a big sports team. It doesn't show the actual game (the business results), but it defines the rules of the game, tells the captains (directors) who gets to make the final calls, and votes on how the players (executives) get paid for the season. Everything in this document guides the voters on who is in charge and what the company's strategic goals are.

🧩 Final Takeaway —

Dentsply Sirona is seeking shareholder approval for essential governance changes, including ratifying its current board structure and expanding its incentive pool. The core message is that the Board recommends supporting the current management and corporate structure to ensure continued stability and long-term growth.