Dentsply Sirona Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect twelve director nominees to serve until the next annual meeting or until their successors are elected and qualified.

2. 2

   Ratification of Appointment of Independent Registered Public Accountants

   ManagementBoard: FOR

   Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountants for 2026.

3. 3

   Non-Binding Advisory Vote to Approve Executive Compensation for 2025 (Say-on-Pay

   ManagementBoard: FOR

   Advisory approval of the Company’s 2025 executive compensation as disclosed in the proxy statement.

4. 4

   Approval of Amendment No. 2 to the 2024 Omnibus Incentive Plan

   ManagementBoard: FOR

   Approve Amendment No. 2 to increase the number of shares issuable under the 2024 Plan by 15,000,000 shares.

   More detail

   Proposal asks stockholders to approve Amendment No. 2 to the 2024 Omnibus Incentive Plan to increase the authorized share reserve by 15,000,000 shares, bringing the plan reserve to 40,760,000 shares and allowing full ISO treatment. Management seeks approval to ensure sufficient equity capacity to grant options, RSUs, PRSUs and other awards to attract, retain, and motivate employees and non-employee directors. The board argues the increase is necessary because prior amendments and strong stock performance reduced available shares to approximately 11.0 million as of March 20, 2026; without additional shares the company could not support its intended compensation programs over the next several years. The 2024 Plan includes anti-dilution and fungible share accounting, minimum vesting, prohibitions on liberal repricing and single-trigger change-in-control vesting, and clawback language; management emphasizes these governance protections in recommending the increase. The proposal is primarily governance/compensation-related rather than transaction-driven; approval also satisfies Nasdaq listing requirements for granting ISOs. The board recommends a FOR vote, asserting that the incremental dilution (estimated fully-diluted overhang of ~16.7% if all options) is reasonable relative to the need to incentivize management and achieve strategic goals; the board expects the reserve to support grants for ~2 years. Investors should weigh the dilution against the company’s use of option-heavy grants, historical share usage (4.10% in 2025), and the plan’s governance features when evaluating the merit of increasing the share reserve.

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When is the Dentsply Sirona Inc 2026 annual meeting?

Dentsply Sirona Inc (XRAY) holds its 2026 annual shareholder meeting on Tuesday, June 2, 2026.

What is the record date for the Dentsply Sirona Inc 2026 meeting?

The record date for the Dentsply Sirona Inc 2026 meeting is Monday, April 6, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Dentsply Sirona Inc's 2026 meeting?

The board is presenting 12 director nominees at the Dentsply Sirona Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Dentsply Sirona Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Dentsply Sirona Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.