Good morning, and welcome to Dentsply Sirona 2026 Annual Meeting of Stockholders. I would like to hand the meeting over to Greg Lucier, Chairman of the Board of Directors.
Thank you. I ask that this annual meeting of the stockholders of Dentsply Sirona come to order. Today's meeting is being conducted via live webcast, and all participants are attending virtually. We continue to believe that holding the annual meeting virtually allows us to improve stockholder accessibility and increase communications. The meeting is being recorded and will be available for playback on our investor relations website. Also with me today are Dan Scavilla, President, Chief Executive Officer, and a Director of the company, and Lindi Barton- Brobst, Interim General Counsel and Assistant Secretary. Lindi will serve as secretary of today's meeting. Also present at this meeting are members of the company's board of directors and members of the company's management, including Suzanne Hatcher, Investor Relations Consultant, who will assist with reading any stockholder questions that are submitted.
Also joining is Lee Corte, audit partner from Deloitte, our independent registered public accounting firm. Mr. Corte will be available to answer any questions you may have regarding the audit. The company has also appointed Anna Hagberg-Cito as the Inspector of Elections, who is also participating. If you have any questions about any of our four proposals on the agenda, we ask that you submit your proposal-related questions now via the Ask a Question tool on the virtual meeting platform to ensure that we have sufficient time to address them before the polls close. Each stockholder is limited to a total of no more than two questions or comments. We have also allotted time at the end of the meeting to answer company-related questions.
Any relevant and appropriate questions which are not answered during the meeting will be answered after the meeting, with the responses available on our investor relations website. A copy of the rules of conduct have been made available virtually as part of the meeting materials and may be accessed by a link on the right side of the virtual meeting platform. We kindly ask that all participants respect these rules so that we may conduct an orderly meeting. If you have already submitted your proxy, you do not need to do so again unless you wish to change your vote. For those who have not voted and wish to vote now, please go to the voting area, which is located in the center of the virtual meeting platform. Click on the words Vote Here to complete and submit your ballot.
Lindi, has a notice of this annual meeting been given to all stockholders entitled to a vote?
Yes, it has. Under the General Corporation Law of the State of Delaware, an affidavit has been prepared stating that the notice of an annual meeting of stockholders to be held on June 2nd, 2026, and other proxy materials, including a proxy statement, along with voting instructions, were mailed or made available on or about April 23rd, 2026, to all stockholders of record at the close of business on April 6, 2026. Also, as required by the General Corporation Law of the State of Delaware, a complete list of stockholders entitled to vote at this meeting is available on the virtual meeting platform. That list and the affidavit of mailing will be filed with the records of the company pertaining to this annual meeting.
Is there a quorum present?
Yes. Ms. Hagberg- Cito, the Inspector of Elections, has informed the company that a majority of the shares entitled to vote are represented at this meeting in person or by proxy.
Thank you. As notice of this meeting has been given to all stockholders entitled to receive such notice and a quorum is present, it is my pleasure to declare this annual meeting of stockholders of Dentsply Sirona to be lawfully convened and to welcome you all to this meeting. I will now call upon Lindi to introduce the proposals.
Thank you, Greg. There are four proposals on the agenda today. The first proposal is to elect 12 nominees to Dentsply Sirona's Board of Directors, each to serve until the adjournment of the 2027 annual meeting of stockholders or until his or her respective successor is duly elected and qualified. The 12 nominees are Michael J. Barber, James D. Forbes, Brian T. Gladden, Betsy D. Holden, Clyde R. Hosein, Gregory T. Lucier, Jonathan J. Mazelsky, Brian P. McKeon, Daniel T. Scavilla, Leslie F. Varon, Janet S. Vergis, Donald J. Zurbay. The Board of Directors recommends a vote for all of the nominees. The second proposal is to ratify the appointment of Deloitte as the company's independent registered public accounting firm for the year ending December 31, 2026. The board of directors has recommended a vote for the adoption of this proposal.
The third proposal is to approve, by non-binding advisory vote, the company's executive compensation for 2025 as described in the proxy statement. The board of directors has recommended a vote for the adoption of this proposal. The fourth proposal is to approve amendment number two to the company's 2024 Omnibus Incentive Plan to increase the number of shares of the company's common stock issuable under the plan by 15 million shares. The board of directors has recommended a vote for the adoption of this proposal.
I move that each of the proposals be approved.
I second the motion.
Information supporting the recommendation of the board of directors regarding each proposal is set out in the proxy statement. If any stockholder has questions or comments specifically relating to any of the proposals, please submit them through the online portal now. We will now pause to review any questions submitted on the proposals. We will only answer questions related to the proposals at this time.
Thanks, Greg. There are no proposal-related questions that have been submitted at this time.
We will now move on to the voting. If you have already submitted your proxy, you do not need to vote now unless you wish to change your vote. For those who have not voted and wish to vote now, please do so by clicking the Vote Here button on the virtual meeting platform. I now declare the polls closed and direct the Inspector of Elections, Ms. Hagberg-Cito , to tabulate the votes.
I have completed the preliminary vote count.
Lindi, please report the votes for each of the matters voted upon today.
The Inspector of Elections has informed the company of the following, based upon preliminary vote count. Regarding Proposal 1, each of the nominees for director has been elected by the affirmative vote of a majority of the votes cast at the meeting. Regarding Proposal 2, the ratification of the appointment of Deloitte as the company's independent registered public accountants for the year ending December 31, 2026, has received the affirmative vote of a majority of the votes cast at the meeting. Regarding Proposal 3, the non-binding advisory vote on the company's executive compensation has received the affirmative vote of a majority of the votes cast at the meeting.
Regarding Proposal 4, amendment number 2 to the company's 2024 Omnibus Incentive Plan to increase the number of shares of the company's common stock issuable under the plan by 15 million shares has been approved by the affirmative vote of a majority of the votes cast at the meeting.
Thank you. I therefore can declare that each of the nominees for director has been elected and that each of the other proposals has been ratified or approved as applicable. Once we have a final count, Lindi will file the report of the voting related to all the proposals in the records of this meeting, and the company will disclose the final voting results in an upcoming SEC filing. We will now pause to review any questions submitted regarding the company.
There are no company-related questions that have submitted at this time. Thank you.
Therefore, this concludes the official business, and I therefore declare this annual meeting adjourned. Thank you for attending Dentsply Sirona's 2026 Annual Meeting of Stockholders.
This concludes today's meeting. You may now disconnect.