UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(RULE 14a-101)

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant: ☒

Filed by a Party other than the Registrant: ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

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DENTSPLY SIRONA Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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(1)

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(2)

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(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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(4)

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(5)

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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

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April 13, 2017

Dear DENTSPLY SIRONA Stockholder:

You are cordially invited to attend the 2017 Annual Meeting of Stockholders to be held on Wednesday, May 24, 2017, at 11:00 a.m., Eastern Time, at the Company’s Global Headquarters, 221 West Philadelphia Street, in York, Pennsylvania.

The Annual Meeting will include voting on the matters described in the accompanying Notice of Annual Meeting and Proxy Statement.

The Company is pleased to announce that it is utilizing the Securities and Exchange Commission rules that allow issuers to furnish proxy materials to their stockholders on the Internet. Accordingly, on April 13, 2017, we will begin sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to most of our stockholders, containing instructions on how to access online our 2017 Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2016, as well as instructions on how to receive paper copies of these documents for stockholders who so elect.

Sincerely,

DENTSPLY SIRONA INC.
SUSQUEHANNA COMMERCE CENTER
221 WEST PHILADELPHIA STREET, STE. 60W
YORK, PENNSYLVANIA 17401

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, MAY 24, 2017

The Annual Meeting of Stockholders (the “Annual Meeting”) of DENTSPLY SIRONA Inc. (the “Company”), a Delaware corporation, will be held on Wednesday, May 24, 2017, at 11:00 a.m., Eastern Time, at the Company’s Global Headquarters, 221 West Philadelphia Street, in York, Pennsylvania, for the following purposes:

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To elect eleven directors to serve for a term of one year and until their respective successors are duly elected and qualified;

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To ratify the appointment of PricewaterhouseCoopers LLP, independent registered public accounting firm, to audit financial statements of the Company for the year ending December 31, 2017;

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To hold an advisory vote to approve the Company’s executive compensation;

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To hold an advisory vote on the frequency of voting on the Company’s executive compensation; and

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To transact such other business as may properly come before the Annual Meeting and any and all adjournments and postponements thereof.

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The Board of Directors of the Company (the “Board”) has fixed the close of business on March 27, 2017 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.

The enclosed proxy is solicited by the Board. Reference is made to the accompanying proxy statement for further information with respect to the business to be transacted at the Annual Meeting.

The Board urges you to vote your proxy by mail, by telephone or through the Internet. You are cordially invited to attend the Annual Meeting in person. The voting of your proxy will not affect your right to revoke your proxy or to vote in person if you do attend the Annual Meeting.

By Order of the Board of Directors,
Jonathan Friedman
Senior Vice President, Secretary and
General Counsel

York, Pennsylvania
April 13, 2017

YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU
OWNED ON THE RECORD DATE.

PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. OR, IF YOU WISH, YOU MAY PROVIDE YOUR PROXY INSTRUCTION USING THE TELEPHONE BY CALLING 1-800-690-6903, OR THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE COMPANY OF FURTHER SOLICITATION, WE ASK FOR YOUR COOPERATION IN VOTING YOUR PROXY PROMPTLY.

DENTSPLY SIRONA INC.
SUSQUEHANNA COMMERCE CENTER
221 WEST PHILADELPHIA STREET, STE. 60W
YORK, PENNSYLVANIA 17401

DENTSPLY SIRONA INC.
SUSQUEHANNA COMMERCE CENTER
221 WEST PHILADELPHIA STREET, STE. 60W
YORK, PENNSYLVANIA 17401

PROXY STATEMENT

GENERAL INFORMATION

This proxy statement (the “Proxy Statement”) is being provided to stockholders in connection with the solicitation of proxies by the Board of Directors (the “Board”) of DENTSPLY SIRONA Inc. (“DENTSPLY SIRONA,” the “Company,” “we,” “us” or “our”) to be voted at our 2017 Annual Meeting of Stockholders (the “Annual Meeting”). Proxies may also be voted at any adjournment or postponement of the Annual Meeting. This Proxy Statement, together with the Notice of Annual Meeting and the enclosed proxy card, are first being sent to stockholders on or about April 13, 2017. A copy of the Company’s 2016 Annual Report is provided with this Proxy Statement.

You are invited to attend our Annual Meeting, which will take place on May 24, 2017, beginning at 11:00 a.m., Eastern Time, at DENTSPLY SIRONA’s headquarters, Susquehanna Commerce Center, 221 W. Philadelphia Street, York, PA 17401. Stockholders will be admitted to the Annual Meeting beginning at 11:00 a.m., Eastern Time. Seating will be limited so some in attendance may be required to stand, but all stockholders who attend will be accommodated. The building is accessible to disabled persons and, upon prior request, we will provide wireless headsets for hearing amplification.

Whether or not you are able to attend the Annual Meeting, you are urged to vote your proxy, either by mail, telephone or the Internet, which is solicited by the Board and which will be voted as you direct. In the absence of instructions, shares represented by properly provided proxies will be voted as recommended by the Board.

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Why did I receive the Notice of Internet Availability of the proxy materials and not the printed proxy materials?

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We are using the U.S. Securities and Exchange Commission rule that allows companies to furnish their proxy materials over the Internet. As a result, we are mailing to many of our stockholders a notice about the Internet availability of the proxy materials (the “Notice”) instead of a paper copy of the proxy materials. All stockholders receiving the Notice will have the ability to access the proxy materials over the Internet and request to receive a paper copy of the proxy materials by mail. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found in the Notice. In addition, the Notice contains instructions on how you may request to access proxy materials in printed form by mail or electronically on an ongoing basis. Continuing to employ this distribution process will conserve natural resources and reduce the costs of printing and distributing our proxy materials.

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Why didn’t I receive the Notice of Internet Availability of Proxy Materials in the mail?

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We are providing some of our stockholders, including stockholders who have previously requested to receive paper copies of the proxy materials, with paper copies of the proxy materials instead of the Notice. In addition, we are providing the Notice by e-mail to those stockholders who have previously elected delivery of the proxy materials electronically. Those stockholders should have received an e-mail containing a link to the Web site where those materials are available and a link to the proxy voting Web site.

Who is entitled to vote at the Annual Meeting?

Each share of our common stock outstanding as of the close of business on March 27, 2017, is entitled to one vote at the Annual Meeting on each matter properly brought before the meeting. As of that date, there were 230,191,484 shares of common stock issued and outstanding and entitled to vote. Shares can be voted at the Annual Meeting only if the stockholder is present in person or is represented by proxy.

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What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Most DENTSPLY SIRONA stockholders hold their shares through a stockbroker, bank, trustee, or other nominee rather than directly in their own name. If your shares are registered in your name with DENTSPLY SIRONA’s transfer agent, American Stock Transfer, you are the “stockholder of record” of those shares. The Notice of Internet Availability of Proxy Materials, or, if you requested, this Notice of Annual Meeting and Proxy Statement and any accompanying documents have been sent directly to you by DENTSPLY SIRONA. As the stockholder of record, you have the right to grant your voting proxy directly to DENTSPLY SIRONA or to vote in person at the meeting. You may also vote on the Internet or by telephone, as described in the Notice and below under the heading “How do I vote?”.

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of those shares. This Notice of Annual Meeting and Proxy Statement and any accompanying documents have been forwarded to you by your broker, bank or other holder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote your shares and are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote these shares in person at the meeting, unless you obtain a legal proxy from the broker, bank or other holder of record. Your broker, bank or other holder of record is obligated to provide you with a voting instruction card for you to use. You may also follow the instructions for voting by telephone or on the Internet as described in the Notice and below under the heading “How do I vote?”.

How do I vote?

Your vote is important. You can save us the expense of a second mailing by voting promptly. Please refer to the summary instructions below and those included on your Notice of Internet Availability of Proxy Materials or proxy card or, for shares held in street name, the voting instruction card included by your broker, bank or other holder of record. You may vote using any of the following methods:

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By Mail

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Complete, sign and date the proxy card or voting instruction card and return it in the prepaid envelope. If you are a stockholder of record and you return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by your proxy card as recommended by the Board.

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By telephone or on the Internet

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The telephone and Internet voting procedures established by DENTSPLY SIRONA for stockholders of record are designed to authenticate your identity, to allow you to give your voting instructions and to confirm that those instructions have been properly recorded.

You can vote by calling the toll-free telephone number on your proxy card. Please have your proxy card in hand when you call. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded.

The website for Internet voting is www.proxyvote.com. Please have your proxy card in hand when you go to the website. As with telephone voting, you can confirm that your instructions have been properly recorded. If you vote on the Internet, you also can request electronic delivery of future proxy materials.

Telephone and Internet voting facilities for stockholders of record will be available until 11:59 p.m., Eastern Time, on May 23, 2017. The availability of telephone and Internet voting for beneficial owners will depend on the voting processes of your broker, bank or other holder of record. Therefore, we recommend that you follow the voting instructions in the materials you receive. If you vote by telephone or on the Internet, you do not have to return your proxy card or voting instruction card.

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In person at the Annual Meeting

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Stockholders of record who attend the Annual Meeting may vote in person at the meeting. You may be asked to present proof of ownership of DENTSPLY SIRONA common stock and identification. Your proxy card, or a copy thereof if you have already voted, would be considered proof of ownership. You may

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also be represented by another person at the meeting by executing a proper proxy designating that person. If you are a beneficial owner of shares, you must obtain a legal proxy from your broker, bank or other holder of record and present it to the inspectors of election with your ballot to be able to vote at the meeting.

What can I do if I change my mind after I vote my shares?

If you are a stockholder of record, you can revoke your proxy before it is exercised by:

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giving written notice to the Secretary of the Company;

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delivering a valid, later-dated proxy, or a later-dated vote by telephone or on the Internet, in a timely manner; or

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voting by ballot at the Annual Meeting.

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If you are a beneficial owner of shares, you may submit new voting instructions by contacting your bank, broker or other holder of record.

All shares for which proxies have been properly submitted and not revoked will be voted at the Annual Meeting.

What shares are included on the proxy card?

If you are a stockholder of record, you will receive only one proxy card for all the shares you hold of record.

If you are a DENTSPLY SIRONA employee, you will receive a proxy or voting instruction card for all the shares you hold in a DENTSPLY SIRONA employee plan. If you do not vote your shares or specify your voting instructions on your proxy or voting instruction card, the administrator or Trustee of the applicable plan will vote your shares in accordance with the terms of your plan and/or the Trust. To allow sufficient time for voting by the administrator or trustee of the applicable plan, your voting instructions must be received by May 19, 2017.

If you are a beneficial owner, you will receive voting instructions from your broker, bank or other holder of record.

What is “householding” and how does it affect me?

We have adopted a procedure called “householding.” This is a procedure that reduces the Company’s printing costs and postage fees. Under this procedure, stockholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of our Notice of Annual Meeting, Proxy Statement and the 2016 Annual Report, unless we are notified that one or more of these stockholders wishes to continue receiving individual copies. If you participate in householding and wish to receive a separate copy of this Notice of Annual Meeting and Proxy Statement and the accompanying documents, or if you do not wish to continue to participate in householding and prefer to receive separate copies of these documents in the future, please contact Broadridge, either by calling toll-free (800) 542-1061, or by writing to Broadridge Investor Communication Services, Householding Department, 51 Mercedes Way, Edgewood, New York, 11717.

Stockholders who participate in householding will continue to receive separate proxy cards.

If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of the Notice of Annual Meeting and Proxy Statement and any accompanying documents, or if you hold DENTSPLY SIRONA stock in more than one account, and in either case you wish to receive only a single copy of each of these documents for your household, please contact Broadridge. You may contact Broadridge either by calling toll-free (800) 542-1061, or by writing to Broadridge Investor Communication Services, Householding Department, 51 Mercedes Way, Edgewood, New York, 11717.

If you are a beneficial owner, you can request information about householding from your broker, bank or other holder of record.

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We strongly encourage your participation in the householding program, and believe that it will benefit both you and the Company. Not only will it reduce the volume of duplicate information that you receive in your household, but it will also reduce our printing and mailing costs.

Is there a list of stockholders entitled to vote at the Annual Meeting?

A complete list of the stockholders of record entitled to vote at the Annual Meeting will be available for examination by any stockholder at the Annual Meeting and for a period of at least ten days prior to the meeting, for any purpose germane to the meeting, between the hours of 8:30 a.m. and 4:30 p.m., at the office of the Company’s Secretary, Susquehanna Commerce Center, 221 W. Philadelphia Street, York, Pennsylvania 17401.

What is a broker non-vote?

If you are a beneficial owner whose shares are held of record by a broker, you must instruct the broker how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is called a “broker non-vote.” In these cases, the broker can register your shares as being present at the Annual Meeting for purposes of determining the presence of a quorum but will not be able to vote on those matters for which specific authorization is required under the rules of NASDAQ. For the 2017 meeting, your broker does not have discretionary authority to vote on the election of directors, on the advisory “Say-on-Pay” vote, or on the “Say-on-Frequency” vote, without instructions from you, in which case a broker non-vote will occur and your shares will not be voted on these matters. Accordingly, it is particularly important that beneficial owners instruct their brokers how they wish to vote their shares.

What is a quorum for the Annual Meeting?

The presence of the holders of stock representing a majority of the voting power of all shares of stock issued and outstanding and entitled to vote at the Annual Meeting, in person or represented by proxy, is necessary to constitute a quorum. Abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum.

What are the voting requirements to elect the directors and to approve each of the proposals discussed in this Proxy Statement?

If you abstain from voting or there is a broker non-vote on any matter for which the vote required is a majority of the votes cast, your abstention or broker non-vote will not affect the outcome of such vote. If you abstain from voting on any matter for which the vote required is a majority of outstanding stock entitled to vote or a majority of votes present in person or by proxy and entitled to vote, your abstention will count as a vote against.

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How will my shares be voted at the Annual Meeting?

At the meeting, the proxy (the persons named in the proxy card or, if applicable, their substitutes) will vote your shares as you instruct. If you sign your proxy card and return it without indicating how you would like to vote your shares, your proxy will be voted as the Board recommends, which is:

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FOR the election of each of the director nominees named in this Proxy Statement;

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FOR the ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the 2017 fiscal year; and

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FOR the approval, on an advisory basis, of the executive compensation of the Company’s Named Executive Officers.

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FOR the approval, on an advisory basis, of ONE YEAR as the frequency for an advisory vote on the compensation of the Company’s Named Executive Officers.

Could other matters be decided at the Annual Meeting?

At the date this Proxy Statement was printed, we did not know of any matters to be raised at the Annual Meeting other than those set forth in this Proxy Statement.

If you return your signed and completed proxy card or vote by telephone or on the Internet and other matters are properly presented at the Annual Meeting for consideration, the proxy appointed by the Board, as noted on the proxy card, will have the discretion to vote on those matters for you.

Can I access the Notice of Annual Meeting, Proxy Statement and 2016 Annual Report on the Internet?

This Notice of Annual Meeting and Proxy Statement and the 2016 Annual Report are available at www.proxyvote.com. Instead of receiving future Proxy Statements and accompanying materials by mail, stockholders can elect to receive an email that will provide electronic links to them. Opting to receive your proxy materials online will save the Company the cost of producing documents and mailing them to your home or business, and will also give you an electronic link to the proxy voting site.

Stockholders of Record: If you vote on the Internet at www.proxyvote.com simply follow the prompts for enrolling in the electronic proxy delivery service. You also may enroll in the electronic proxy delivery service at any time in the future by going directly to American Stock Transfer and following the enrollment instructions.

Beneficial Owners: You also may be able to receive copies of these documents electronically. Please check the information provided in the proxy materials sent to you by your broker, bank or other holder of record regarding the availability of this service.

Who will pay for the cost of proxy solicitation?

DENTSPLY SIRONA will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees in person or by telephone, electronic transmission and facsimile transmission. DENTSPLY SIRONA has retained the services of Georgeson Inc. to assist in the solicitation of proxies for an estimated fee of  $12,000, plus additional variable fees, which have accrued over the course of the solicitation and reimbursement of out-of-pocket expenses. DENTSPLY SIRONA will make arrangements with brokerage houses, custodians, nominees and fiduciaries to forward proxy solicitation materials to beneficial owners of shares held of record by them. DENTSPLY SIRONA will also reimburse these brokerage houses, custodians, nominees and fiduciaries for their reasonable expenses incurred in forwarding the proxy materials.

Who will count the vote?

Representatives of Broadridge will tabulate the votes and Justin McCarthy and Michael Friedlander will act as inspectors of election.

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What is the deadline to submit a proposal for the 2018 Annual Meeting?

Stockholder proposals that are intended to be presented at the Company’s Annual Meeting to be held in 2018 must be received by the Company no later than December 14, 2017, and must otherwise comply with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in order to be included in the proxy statement and proxy relating to that meeting. See “Corporate Governance — Nominating Candidates for Election to the Board” for more information regarding procedures for stockholders seeking to nominate persons for election to the Board, or to propose other business to be brought before an Annual Meeting of Stockholders.

Where can I get additional financial information about the Company?

Stockholders may obtain an additional copy (without exhibits) of the Company’s annual Form 10-K for the year ended December 31, 2016 as filed with the Securities and Exchange Commission (the “SEC”) without charge by writing to: Investor Relations Department, DENTSPLY SIRONA Inc., Susquehanna Commerce Center, 221 West Philadelphia Street, Ste. 60W, York, Pennsylvania 17401. This information is also available on the Investor Relations section of the Company’s website at www.dentsplysirona.com.

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CORPORATE GOVERNANCE

Where To Find Further Corporate Governance Information

A copy of the Company’s Corporate Governance Guidelines and Policies are available on the Company’s website at www.dentsplysirona.com under “Investors” — “Corporate Governance” — “Documents & Charters.”

The 2016 Merger

Effective February 29, 2016, Sirona Dental Systems, Inc. (“Sirona”) became a wholly owned subsidiary of DENTSPLY International Inc. (“DENTSPLY”), pursuant to that certain Agreement and Plan of Merger, dated as of September 15, 2015 (the “Merger”). Following the Merger, DENTSPLY and Sirona commenced operation as a combined company under the name DENTSPLY SIRONA Inc. Unless expressly stated otherwise herein, references throughout this Proxy Statement to “DENTSPLY SIRONA,” the “Company,” “we,” “us,” “our,” or to the Company’s board of directors or any of its board committees, directors, officers or employees, as applicable, shall refer to DENTSPLY for the time period prior to the effective date of the Merger and to DENTSPLY SIRONA Inc. for the time period following the effective date of the Merger.

Director Independence

The Board has determined that the following directors are “independent” under Rule 5605 of the NASDAQ Stock Market LLC (NASDAQ Rule 5605): Michael C. Alfano, David K. Beecken, Eric K. Brandt, Michael J. Coleman, Willie A. Deese, Thomas Jetter, Arthur D. Kowaloff, Harry M. Jansen Kraemer, Jr., and Francis J. Lunger.

The Board’s Role in Risk Oversight

The Board oversees the management of risks inherent in the operation of the Company’s businesses and the implementation of its strategic plan. In this regard, the Board seeks to understand and oversee the most critical risks relating to the Company’s business, allocate responsibilities for the oversight of risks among the full Board and its committees, and see that management has in place effective systems and processes for managing risks facing the Company. Risks falling within this area include but are not limited to general business and industry risks, operating risks, financial risks and compliance and regulatory risks. Overseeing risk is an ongoing process and is inherently tied to the Company’s operations and overall strategy. Accordingly, the Board considers risk throughout the year and with respect to specific proposed actions. While the Board oversees risk, Company management is charged with identifying and managing risk. The Company has robust internal processes and a strong internal control environment to identify and manage risks and to communicate information about risk to the Board. Risk management is not allocated to a single risk management officer within the Company, but rather is administered by management in an approach that is designed to ensure that the most significant risks to the Company, on a consolidated basis, are being managed and monitored appropriately. This process includes:

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identifying the material risks that the Company faces;

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establishing and assessing processes for managing that risk;

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determining the Company’s risk appetite and mitigation strategies and responsibilities; and

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making regular reports to the Board on management’s assessment of exposure to risk and steps management has taken to monitor and deal with such exposure.

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The Board implements its risk oversight function both as a whole and through delegation to the Board committees. These committees meet regularly and report back to the full Board. In performing this function, each committee has full access to management, as well as the ability to engage advisors. See “Committees of the Board” below for more information regarding the roles and responsibilities of the Board committees.

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Also, the Company’s leadership structure, discussed in “Board Leadership” below, supports the risk oversight function of the Board. In addition, independent directors chair the Board committees involved with risk oversight and there is open communication between senior management and directors.

Board Leadership

The Board’s current leadership structure consists of an Executive Chairman, who was Chairman and Chief Executive Officer (“CEO”) of DENTSPLY prior to the Merger, and a Lead Director, who is an independent director designated by the independent members of the Board.

DENTSPLY SIRONA believes that separating the roles of Executive Chairman and CEO provides an optimal structure for the corporate governance of DENTSPLY SIRONA. Moreover, the Board believes that such a governance structure benefits the interests of DENTSPLY SIRONA and its stockholders during the post-Merger integration process by utilizing the experience, leadership and knowledge of both Mr. Wise as Executive Chairman and Mr. Slovin as CEO.

The current Lead Director is Thomas Jetter, who was also Lead Director in 2016 following the consummation of the Merger. The role of the Lead Director is generally described in the Company’s Corporate Governance Guidelines and includes the following:

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call for and preside at executive sessions of the independent directors;

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provide the Executive Chairman with input into the agenda for Board meetings, and on other matters as deemed appropriate by the Board, or on behalf of the independent directors, and recommend the agenda for executive sessions of independent directors, to the extent deemed necessary; and

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be available for consultation with other directors and apprise the Executive Chairman and CEO, as appropriate, of activities of the Board in executive sessions of independent directors.

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The Board’s independent directors regularly meet in executive session without the presence of management, including the Executive Chairman and the CEO. The Lead Director presides at these meetings and provides the Board’s guidance and feedback to the Executive Chairman and CEO. On a regular basis, the Board and its committees receive valuable information and insight from management on the status of the Company and the Company’s current and future issues.

Given the leadership roles of the Company’s Executive Chairman and the Lead Director, and the existence of a Board comprised of the CEO and strong and independent directors, the Board believes its current leadership structure is in the best interests of the Company and its stockholders.

Meetings and Attendance

The DENTSPLY SIRONA Board held six meetings during 2016, one of which was a telephonic meeting. The independent members of the Board met regularly without management present, and these executive sessions were led by the Board’s Lead Director. No directors attended fewer than 75% of the total number of meetings of the Board and the meetings of any committee of the Board on which a director served during the year ended December 31, 2016.

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Committees of the Board

The table below shows the DENTSPLY SIRONA Board Committee memberships following the Merger.

C = Committee Chair

The Board has an Executive Committee (“Executive Committee”), an Audit and Finance Committee (“Audit Committee”), a Corporate Governance and Nominating Committee (“Governance Committee”) and a Human Resources Committee (“HR Committee”). Each Committee regularly reports on its activities and actions to the full Board. Each Committee (other than the Executive Committee) acts according to a written charter approved by the Board. The charters of our Committees are available on the Company’s website at www.dentsplysirona.com under “Investors” — “Corporate Governance” — “Documents & Charters.” The table below shows Board Committee membership of DENTSPLY in 2016 leading up to the Merger.

C = Committee Chair

(1) = Retired effective February 29, 2016.

Executive Committee

The Executive Committee acts for the Board and provides guidance to the executive officers of the Company between meetings of the Board. The Executive Committee held one meeting during 2016.

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Audit Committee

The Audit Committee is responsible for selecting and retaining the independent registered public accounting firm, setting the independent registered public accounting firm’s compensation, pre-approving all auditing and permitted non-audit services by the independent registered public accounting firm, reviewing with the independent registered public accounting firm the scope and results of the audit, reviewing the adequacy and effectiveness of the Company’s system of internal control, overseeing the Company’s compliance and ethics program, and performing the other duties set forth in the Audit Committee Charter. This charter is reviewed at least annually by the Audit Committee and the Board, and it is amended as deemed appropriate.

All of the current Audit Committee members are, and all of the 2016 Audit Committee members were, independent as defined in NASDAQ Rule 5605. Further, the Board has determined that the current Audit Committee members are, and the 2016 Audit Committee members were, Audit Committee Financial Experts under the rules and regulations of the SEC. The Audit Committee held eight meetings during 2016, five of which were telephonic meetings.

Governance Committee

The Governance Committee is responsible for identifying and recommending individuals as nominees to serve on the Board, reviewing and recommending Board policies and governance practices and appraising the performance of the Board, managing risks associated with the independence of the Board, potential conflicts of interest and overall corporate governance, and performing the other duties set forth in the Governance Committee Charter. All of the current Governance Committee members are, and all of the 2016 Governance Committee members were, independent as defined in NASDAQ Rule 5605. The Governance Committee held five meetings during 2016, one of which was a telephonic meeting. It is the policy of the Governance Committee to consider any candidates for nomination to the Board who are recommended and submitted by stockholders in accordance with the Company’s by-laws. No such candidates were submitted to the Company for consideration. The Governance Committee’s policy is to evaluate any proposed candidates under the criteria utilized by the Governance Committee to evaluate all potential nominees, including, at a minimum, the following attributes:

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the proven ability and experience to bring informed, thoughtful and well-considered opinions to corporate management and the Board;

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the competence, maturity and integrity to monitor and evaluate the Company’s management, performance and policies;

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the willingness and ability to devote the necessary time and effort required for service on the Board;

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the capacity to provide additional strength, diversity of view and new perceptions to the Board and its activities;

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the necessary measure of communication skills and self-confidence to ensure ease of participation in Board discussion; and

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the experience of holding or having held a senior position with a significant business corporation or a position of senior leadership in an educational, medical, religious, or other non-profit institution or foundation of significance.

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When the Governance Committee engages in a process to identify director candidates, other than directors standing for re-election, the Governance Committee polls the existing directors for recommendations and sometimes utilizes the service of a search firm to identify potential candidates. All potential candidates are screened relative to their qualifications and go through an interview process with the Governance Committee and, if desired, by other members of the Board. When the Governance Committee uses a search firm, a fee is paid for such services.

The Board recognizes the value of having a Board comprised of individuals who have varied experience and can bring different perspectives to Board discussions and activities. For this reason, when considering nominees for Board seats, the Governance Committee considers the diversity of nominees or

10

candidates for election to the Board. Included in the criteria the Governance Committee considers in evaluating candidates for the Board is to identify candidates who have the capacity to provide additional strength and diversity of view to the Board and its activities. The Board believes that having directors of diverse gender, race, and ethnicity, along with varied skills and experiences, contributes to a balanced and effective Board. The Company has recently revised its Corporate Governance Guidelines and Policies in order to further emphasize its commitment to a policy of inclusiveness and ensure that the Governance Committee, in performing its responsibilities to review director candidates and recommend candidates to the Board for election, includes candidates with a diversity of ethnicity, race and gender in each pool of candidates from which Board nominees are chosen. The Governance Committee shall actively consider for selection as directors those persons who possess a diversity of experience, gender, race and ethnicity. The revised Corporate Governance Guidelines and Policies are available on the Company’s website at www.dentsplysirona.com under “Investors” — “Corporate Governance” — “Documents & Charters.”

HR Committee

The HR Committee is responsible for evaluating and administering compensation levels for all senior officers of the Company, reviewing and evaluating employee compensation generally and employee benefit plans, overseeing and evaluating the risks associated with the Company’s compensation philosophy and programs, and other activities as set forth in the HR Committee Charter. The role of the HR Committee with respect to executive compensation is to oversee DENTSPLY SIRONA’s compensation plans and policies, administer its equity incentive plans, and determine the compensation of our executive officers. In addition to this HR Committee oversight, all of the independent members of the Board approve the compensation of the Executive Chairman and CEO. All of the current HR Committee members are, and all of the 2016 HR Committee members were, independent as defined in NASDAQ Rule 5605. The HR Committee held eight meetings during 2016, four of which were telephonic meetings.

Additionally, prior to the consummation of the Merger, DENTSPLY and Sirona established a joint working group consisting of three members from the HR Committee of the board of directors of DENTSPLY and two members of the Compensation Committee of the board of directors of Sirona (the “Joint Committee”). The Joint Committee held four meetings in 2015, three of which were telephonic meetings. During such meeting, the Joint Committee developed, among other things, the terms of compensation and new employment agreements to be entered into with Messrs. Wise and Slovin in connection with the Merger, in accordance with the “Compensation Principles” approved by the boards of directors of both companies, which provided a framework pursuant to which new compensation arrangements were to be developed and entered into. The Joint Committee consisted of the following members:

•

DENTSPLY HR Committee: Michael C. Alfano, Eric K. Brandt and Michael J. Coleman.

​

•

Sirona Compensation Committee: Arthur D. Kowaloff and Timothy P. Sullivan(1).

​

(1)

Former independent director of Sirona who retired effective February 29, 2016.

​

Communications with Directors

Stockholders who wish to communicate with the Board as a group, the non-management directors as a group, or any individual director, including the Executive Chairman or the Lead Director, may do so by writing to the Corporate Secretary at DENTSPLY SIRONA Inc., 221 West Philadelphia Street, Ste. 60W, York, Pennsylvania 17401. All mail received will be opened and screened for security purposes and mail determined to be appropriate and within the purview of the Board will be forwarded to the respective Board member to which the communication is addressed. Mail addressed to “Outside Directors” or “Non-Management Directors” will be forwarded or delivered to the Chairman of the Governance Committee. Mail addressed to the “Board of Directors” will be forwarded or delivered to the Executive Chairman of the Board.

Business Conduct Policies and Code of Ethics

DENTSPLY SIRONA’s Code of Business Conduct and Ethics (the “Code”) sets forth the Company’s guiding principles for the conduct of our business that must be followed by everyone who does business on

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our behalf. The Code applies to all employees, including employees of our subsidiaries, as well as to our Board. To date, there have not been any waivers by the Company under the Code. The Code is available on the Company’s website at www.dentsplysirona.com under “Investors” — “Corporate Governance” —  “Documents & Charters.”

HR Committee Interlocks and Insider Participation

None of the current or 2016 members of the HR Committee has ever been an officer or employee of DENTSPLY SIRONA. None of our current or 2016 executive officers served as a member of the board or compensation committee of any entity that has one or more executive officers serving on our Board or HR Committee.

Nominating Candidates for Election to the Board or Proposing Other Business to be Brought before the
Annual Meeting

The Company’s by-laws require that stockholders seeking to nominate persons for election to the Board, or to propose other business to be brought before an Annual Meeting of Stockholders, comply with certain procedures. Advance notice of stockholder-proposed business to be brought before an Annual Meeting must be given to the Secretary of the Company not less than 90 days and not more than 120 days prior to the anniversary date of the immediately preceding Annual Meeting. To propose business for an Annual Meeting, a stockholder must specify in writing the business desired to be brought before the Annual Meeting and the reasons for conducting such business at the Annual Meeting, the proposing stockholder’s name and address, the class and number of shares beneficially owned by the stockholder, and any material interest of the stockholder in such business.

The Company’s by-laws also provide that a stockholder may request that persons be nominated for election as directors by submitting such request, together with the written consent of the persons proposed to be nominated, to the Secretary of the Company not less than 90 days and not more than 120 days prior to the anniversary date of the immediately preceding Annual Meeting. To be in proper form, the nominating stockholder must set forth in writing, as to each proposed nominee, the nominee’s age, business address, residence address, principal occupation or employment, the class and number of shares of the Company beneficially owned by such person and such other information related to such person as is required to be disclosed by applicable law, and, as to the stockholder submitting the request, such stockholder’s name and address as they appear on the Company’s books and the class and number of shares of the Company owned beneficially by such person.

Additionally, commencing after the Company’s 2017 Annual Meeting, a stockholder, or a group of no more than 20 stockholders, owning at least three percent of the Company’s outstanding common stock continuously for at least three years, will be permitted to nominate and include in the Company’s proxy materials for its Annual Meeting of Stockholders director nominees constituting up to the greater of two directors or 20% of the total number of directors then serving on the Board, provided that such request for nomination and inclusion be submitted to the Secretary of the Company not less than 120 days and not more than 150 days prior to the anniversary date of the immediately preceding Annual Meeting, and provided further that the stockholder(s) and their nominee(s) satisfy the eligibility, procedural and disclosure requirements set forth in ARTICLE I, Section 12a of the Company’s Third Amended and Restated By-Laws.

Attendance at Annual Meetings

According to Company policy, it is expected that Board members will attend the Annual Stockholders’ Meeting, either in person, electronically or telephonically. In 2016, all Board members attended the Company’s Annual Meeting.

Related Person Transactions

No Related Person Transactions (as defined below) were noted for the year ended December 31, 2016.

The Company has a written policy and procedures with respect to the review and approval of Related Person Transactions. The Governance Committee reviews the material facts of all Related Person Transactions that require the Governance Committee’s approval and either approves or disapproves of the

12

entry into the Related Person Transaction, subject to certain identified exceptions described below. In determining whether to approve or ratify a Related Person Transaction, the Governance Committee takes into account, among other factors it deems appropriate, whether the Related Person Transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the interest of the Related Person (as defined by Item 404 of SEC Regulation S-K) in the Related Person Transaction. The Chair of the Governance Committee is delegated the authority by the Board to approve Related Person Transactions that, because of timing or scheduling, are not feasible to be approved by the full Governance Committee.

The policy applies to any transaction, arrangement or relationship in which the Company (including any of its subsidiaries) will be a participant and in which any Related Person will have a direct or indirect material interest, and the amount involved exceeds $120,000 (a “Related Person Transaction”).

The Governance Committee has pre-approved, under the policy, the following Related Person Transactions without regard to the amount involved:

1.

any Related Person Transaction involving the compensation, employment and/or benefits of an executive officer of the Company if the compensation arising from the Related Person Transaction is required to be reported in the Company’s proxy statement;

​

2.

any Related Person Transaction involving the compensation, employment and/or benefits of an executive officer of the Company that is not a “Named Executive Officer” (as that term is defined in Item 402(a)(3) of SEC Regulation S-K) if  (a) the executive officer is not an immediate family member of another executive officer or director of the Company, (b) the compensation arising from the Related Person Transaction would have been reported under Item 402 as compensation earned for services to the Company if the executive officer was a Named Executive Officer, and (c) such compensation has been approved, or recommended to the Board for approval, by the HR Committee of the Board;

​

3.

any Related Person Transaction involving the compensation, services and/or benefits of a director if the compensation arising from the Related Person Transaction is required to be reported in the Company’s proxy statement;

​

4.

any Related Person Transaction where the Related Person’s interest arises solely from the ownership of the Company’s common stock and all holders of the Company’s common stock received the same benefit on a pro-rata basis;

​

5.

any Related Person Transaction with a Related Person involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority;

​

6.

any Related Person Transaction with a Related Person involving services as a bank depository of funds, transfer agent, registrar, trustee under a trust indenture, or similar services; and

​

7.

any Related Person Transaction in which the interest of the Related Person arises solely from such person’s position as a director of another firm, corporation or other entity that is a party to the Related Person Transaction.

​

Except to the extent pre-approved, as noted above, Related Person Transactions are subject to the following procedures:

The Related Person notifies the General Counsel of the Company of any proposed Related Person Transaction, including the Related Person’s relationship to the Company and interest in the proposed Related Person Transaction; the material terms of the proposed Related Person Transaction; the benefits to the Company of the proposed Related Person Transaction; and the availability from alternative sources of the products or services that are the subject of the proposed Related Person Transaction.

The proposed Related Person Transaction is submitted to the Governance Committee for consideration at the next Governance Committee meeting or, if the General Counsel, after consultation with the CEO or the CFO, determines that the Company should not wait until the next Governance

13

Committee meeting, to the Chair of the Governance Committee, acting pursuant to authority delegated by the Board. Any Related Person Transactions approved pursuant to delegated authority by the Chair of the Governance Committee is reported to the Governance Committee at the next Governance Committee meeting.

To the extent the Company becomes aware of a Related Person Transaction that was not previously approved under this policy, it shall be promptly reviewed as described above and be ratified, amended or terminated, as determined appropriate by the Governance Committee.

Board Shareholding Requirement

It is the policy of the Board that all directors hold an equity interest in the Company. Toward this end, the Board expects that all directors own, or acquire within five years of first becoming a director, shares of common stock of the Company (including share units held under the Company’s Deferred Compensation Plan (as defined below), or any successor plan, and restricted stock units, but not including stock options) having a market value of at least five times the annual retainer paid to Board members. The Board recognizes that exceptions to this policy may be necessary or appropriate in individual cases, and may approve such exceptions from time to time as it deems appropriate. To date the Board has not approved any such exceptions to this policy.

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PROPOSAL 1

ELECTION OF DIRECTORS

The Second Amended and Restated Certificate of Incorporation and the Third Amended and Restated By-Laws of the Company provide that the number of directors (which is to be not less than three) is to be determined from time to time by the Board. The Board is currently comprised of eleven persons.

Eleven directors are nominees for election to the Board this year for a one-year term expiring at the 2018 Annual Meeting of Stockholders. All of the nominees are current Company directors and all non-employee directors have been determined by the Board to be independent. The Governance Committee reviewed the qualifications of each of the nominees and recommended to our Board that each nominee be submitted to a vote of our stockholders at the Annual Meeting.

The proxy named in the proxy card and on the Internet voting site intends to vote for the election of the eleven nominees listed below unless otherwise instructed. If a holder does not wish his or her shares to be voted for a particular nominee, the holder must identify the exception in the appropriate space provided on the proxy card or on the Internet site, in which event the shares will be voted as otherwise indicated. Each of the nominees has agreed to be named and to serve, and we expect each nominee to be able to serve if elected. If any nominee becomes unable to serve, the proxy may vote for another person designated by the Board or the Board may reduce the number of directors. The Company has no reason to believe that any nominee will be unable to serve.

Set forth below is certain information with regard to each of the nominees for election as directors.

In addition to the attributes and skills identified for all directors, the Governance Committee also considered the qualifications of each director described in their biographical information below.

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16

17

18

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In addition to Mr. Wise and Mr. Slovin, our current executive officers include Rainer Berthan, Christopher Clark, Jonathan Friedman, Maureen MacInnis, Ulrich Michel and James Mosch, who will retire effective as of June 30, 2017. Information concerning the business experience of Mr. Berthan, Mr. Clark, Mr. Friedman, Ms. MacInnis, Mr. Michel and Mr. Mosch follows.

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Votes Required

Nominees for director in an uncontested election are to be elected by a majority of the votes cast at the Annual Meeting (known as “majority voting”). If any nominee who is a sitting director receives less than a majority of the votes cast, a previously tendered resignation by such director becomes effective. The acceptance or rejection of such resignation shall be determined by the Board, taking into consideration, to the extent determinable, the reasons the nominee did not receive a majority vote.

The Board of Directors unanimously recommends a vote FOR the nominees for election as directors.

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PROPOSAL 2
   
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee appointed PricewaterhouseCoopers LLP (“PwC”), independent registered public accounting firm, to audit the financial statements of the Company and to audit the Company’s internal control over financial reporting for the year ending December 31, 2017.

In connection with the audit of the Company’s financial statements, it is expected that PwC will also audit the financial statements of certain subsidiaries of the Company at the close of their current fiscal years. A representative of PwC will be present at the Annual Meeting and will have the opportunity to make a statement, if such person desires to do so, and to respond to appropriate questions.

Following is a summary and description of the fees billed to the Company by PwC for professional services rendered during 2016 and 2015 (in thousands); provided that the “Company” as used in this Proposal 2 refers to DENTSPLY for the time periods prior to the consummation of the Merger, and to DENTSPLY SIRONA for the time periods following the consummation of the Merger:

(1)

Audit fees were for professional services rendered for each of the indicated fiscal years in connection with the audits of the Company’s annual consolidated financial statements included in its Form 10-K and review of quarterly consolidated financial statements included in Form 10-Qs, or for services that are normally provided by the accountants in connection with statutory and regulatory filings or engagements, including professional services related to the audit of the Company’s internal control over financial reporting.

​

(2)

Audit related fees were for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements. Such services include consultations on financial accounting and reporting standards and acquisition-related due diligence services.

​

(3)

Tax fees were for tax compliance related to tax audits and professional services rendered for international tax consulting in each of the indicated fiscal years.

​

(4)

Other fees were for access to certain research services of PwC.

​

The Audit Committee reviewed summaries of the services provided by PwC and the related fees and determined that the provision of non-audit services is compatible with maintaining the independence of PwC.

The Audit Committee has adopted procedures for pre-approval of services provided by PwC. Under these procedures, all services to be provided by PwC must be pre-approved by the Audit Committee, or can be pre-approved by the Chairman of the Audit Committee subject to ratification by the Audit Committee at its next meeting. Management makes a presentation to the Audit Committee (or the Chairman of the Audit Committee, as applicable) describing the types of services to be performed and the projected budget for such services. Following this presentation, the Audit Committee advises management of the services that are approved and the projected level of expenditure for such services. All of the fees reported above were approved by the Audit Committee in accordance with its procedures.

The proposal to ratify the appointment of PwC will be approved by the stockholders if it receives the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal. If there is an abstention noted on the proxy card for this proposal, the

22

abstention will have the effect of a vote against the proposal, as it is a share represented by proxy and entitled to vote. Broker non-votes will be treated as shares not capable of being voted on the proposal and, accordingly, will have no effect on the outcome of voting on the proposal.

Neither our By-laws nor other governing documents or law require stockholder ratification of the selection of PwC as our independent auditor. However, the Board is submitting the selection of PwC to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent auditor at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

The Audit Committee and the Board of Directors unanimously recommend a vote FOR ratification of
the selection of PwC as independent registered public accounting firm for the Company for the year ending December 31, 2017.

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REPORT OF THE AUDIT AND FINANCE COMMITTEE

In 2016, the Audit Committee was comprised of three directors both prior to and following the Merger, all of whom were independent as defined by NASDAQ Rule 5605. In addition, all 2016 Audit Committee members were designated by the Board as “Audit Committee Financial Experts” under applicable rules and regulations of the SEC. The Audit Committee has and continues to operate under a written charter adopted by the Board. This charter is reviewed at least annually by the Audit Committee and the Board and amended as determined appropriate.

The Audit Committee reviews the Company’s financial reporting process on behalf of the Board. In addition, the Audit Committee approves and retains the Company’s independent registered public accounting firm.

Management is responsible for the Company’s internal controls, including internal control over financial reporting, and the financial reporting process. The independent registered public accounting firm is responsible for performing an audit of the Company’s financial statements and an audit of the Company’s internal control over financial reporting in accordance with standards of the Public Company Accounting Oversight Board (“PCAOB”); and to issue a report thereon. The Audit Committee’s responsibility is to oversee these processes.

In this context, the Audit Committee has met and held discussions with management and PwC. Management represented to the Audit Committee that the Company’s financial statements were prepared in accordance with generally accepted accounting principles (“GAAP”), and the Audit Committee has reviewed and discussed the audited financial statements with management and PwC. The Audit Committee discussed with PwC the matters required to be discussed under the rules adopted by the PCAOB.

In addition, the Audit Committee has discussed with PwC the firm’s independence from the Company and its management and has received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence.

The Audit Committee discussed with PwC the overall scope and plans for their audits. The Audit Committee meets with PwC, with and without management present, to discuss the results of PwC’s examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

Based upon the Audit Committee’s discussions with management and PwC and the Audit Committee’s review of the representations of management and the report of PwC to the Audit Committee, the Audit Committee recommended that the Board include the audited financial statements in the Company’s Form 10-K for the year ended December 31, 2016 filed with the SEC.

AUDIT AND FINANCE COMMITTEE

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PROPOSAL 3
   
ADVISORY VOTE ON EXECUTIVE COMPENSATION

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act, the Company seeks a non-binding advisory vote from its stockholders to approve the compensation of its Named Executive Officers as disclosed in this Proxy Statement. This proposal is also referred to as the “Say-on-Pay” vote.

The HR Committee has overall responsibility for evaluating and determining the Company’s executive compensation, and all of the members of the Board approve the compensation of the Executive Chairman and the CEO. The HR Committee was during 2016, and is currently comprised solely of independent directors. The Compensation Discussion and Analysis (“CD&A”) in this Proxy Statement provides an extensive description of the process and substance of the activity of the HR Committee in determining executive compensation generally and for 2016.

DENTSPLY SIRONA’s compensation philosophy is designed to align executive compensation with our short-term and long-term performance, and to provide the compensation and incentives needed to attract, motivate and retain key executives who are crucial to our long-term success. Consistent with this philosophy, a significant portion of the total compensation opportunity for our executives is directly related to our stock price performance and to other performance factors that measure our progress against our strategic and operating plans. Below is a summary of some key points of our executive compensation program.

We emphasize pay for performance and tie a significant amount of our Named Executive Officers’ pay to performance.   Consistent with our performance based compensation philosophy, we reserve the largest portion of potential compensation for performance and equity based programs. Our performance based annual incentive program rewards short-term performance, while our equity incentive awards, coupled with our mandatory stock ownership guidelines, reward long-term performance and align the interests of our executives with those of our stockholders. Performance goals under our annual bonus program and, as applicable, under our equity incentive awards, focus on objectives that the HR Committee believes can drive the Company’s performance.

We believe that our compensation programs are aligned with the long-term interests of our stockholders.   We believe that equity incentive awards coupled with our stock ownership guidelines serve to align the interests of our executives with those of our stockholders, by encouraging long-term performance. As such, equity awards are a key component of our executive compensation program. Stock options, restricted stock units, and performance restricted stock units more closely align the long-term interests of our executives with those of our stockholders. This is because the recipient will realize a higher level of compensation if our stock price increases over the life of the option and restricted stock unit.

We provide competitive pay opportunities to attract and retain talented executive management.   The HR Committee consistently reviews our executive compensation program to ensure that it provides competitive pay opportunities. We target the 50th percentile of the market for base salary, annual target cash compensation levels, and our equity compensation. This positioning places greater emphasis on long-term risk-based pay, alignment with stockholder interests and long-term retention.

Stockholders are urged to read the CD&A, which discusses in detail our compensation policies, procedures and practices, and the accompanying Executive Compensation Tables. The HR Committee and the Board believe that these policies, procedures and practices are effective in implementing our compensation philosophy and in achieving the Company’s goals.

This advisory stockholder vote gives you, as a stockholder, the opportunity to endorse or not endorse our executive pay program and policies through the resolution below. We believe the philosophy and approach described in the CD&A and summarized above has worked well for the Company, as historically the Company has delivered solid performance and returns to its stockholders.

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The Board strongly endorses the Company’s executive compensation program and recommends that the stockholders vote in favor of the following resolution:

“RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

Although the advisory vote is non-binding and will not require the Company to take any action, the HR Committee and the Board will consider our stockholders’ vote and take any concerns into account in future determinations concerning our executive compensation program.

The Board of Directors unanimously recommends a vote FOR the approval
of the compensation of the Company’s Named Executive Officers.

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PROPOSAL 4
   
ADVISORY VOTE ON FREQUENCY TO HOLD VOTE ON EXECUTIVE COMPENSATION

Background

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act, the Company seeks a non-binding advisory vote from its stockholders to indicate how frequently they believe we should seek an advisory Say-On-Pay vote. At the Company’s 2011 Annual Meeting, the majority of our stockholders voted to advise us to include a Say-On-Pay proposal every year, and the Board determined that the Company will hold an advisory stockholder vote on the compensation of our Named Executive Officers every year. A non-binding, advisory vote on the frequency of Say-On-Pay proposals must be held at least once every six years, including this year. Accordingly, we are seeking an advisory determination from our stockholders as to the frequency with which we should present a Say-On-Pay vote to the stockholders. Stockholders have the option of selecting a frequency of three years, two years, one year, or abstaining.

For the reasons described below, our Board recommends that our stockholders select a frequency of one year.

•

At the Company’s 2011 Annual Meeting, our stockholders expressed a preference that advisory votes on executive compensation occur every year. In accordance with the results of that vote, the Board determined to implement an advisory vote on executive compensation every year until the next vote on the frequency of stockholder votes on executive compensation, which will occur with this 2017 Annual Meeting.

​

•

After careful consideration of the Company’s Say-on-Pay vote results over the past six years, input received through our stockholder outreach process, the Say-on-Pay vote frequency for comparable companies and other matters the Board considered to be relevant, the Board determined to recommend that the stockholders continue to hold the advisory vote on executive compensation every year.

​

•

In formulating its recommendation, the Board considered that an annual advisory vote on executive compensation will allow the Company’s stockholders to provide the Company with their direct input on the Company’s compensation philosophy, policies and practices as disclosed in the proxy statement every year.

​

•

Additionally, an annual advisory vote on executive compensation is consistent with the Company’s policy of seeking input from, and engaging in discussions with, the Company’s stockholders on corporate governance matters and the Company’s executive compensation philosophy, policies and practices.

​

The following resolution will be submitted for a stockholder vote at the Annual Meeting:

“RESOLVED, that an advisory stockholder vote to approve the compensation paid to DENTSPLY SIRONA’s Named Executive Officers, as disclosed in the CD&A, compensation tables and narrative discussion, be submitted to DENTSPLY SIRONA’s stockholders every: (i) three years, (ii) two years or (iii) one year; with such frequency that receives the highest number of votes cast being the preferred advisory vote of stockholders.”

This vote is advisory, and therefore not binding on the Company, the HR Committee or our Board of Directors. Stockholders are not being asked to approve or disapprove of the Board’s recommendation, but rather to indicate their own choice as among the frequency options.

The Board of Directors unanimously recommends a vote for every “ONE YEAR” as the frequency for an
advisory vote on the compensation of our Named Executive Officers.

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HUMAN RESOURCES COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The DENTSPLY SIRONA HR Committee is currently, and was during 2016 following the Merger, comprised of four directors, all of whom are independent under NASDAQ Rule 5605, and operates under a written charter. Prior to the Merger, the HR Committee consisted of three members, all of whom were independent directors. The following report describes the components of the Company’s executive officer compensation programs, and the basis on which 2016 compensation determinations were made with respect to the executive officers of the Company. The HR Committee has reviewed and discussed with management the Company’s Compensation Discussion and Analysis (“CD&A”) section of this Proxy Statement. Based on such review and discussions, the HR Committee has recommended to the Board that the CD&A be included in this Proxy Statement and incorporated by reference into the Company’s Form 10-K for the year ended December 31, 2016.

HUMAN RESOURCES COMMITTEE

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COMPENSATION DISCUSSION AND ANALYSIS

I.

​

General Background

This section discusses the principles underlying our policies and provides information and analysis of decisions made concerning the compensation of the Company’s executive officers for 2016. This information describes the processes and considerations on which compensation was earned and awarded to our executive officers, and provides perspective on the tables and narrative that follow, with the focus on the compensation of our Named Executive Officers (“NEOs”) in 2016. As such, unless otherwise specified or clearly required by the context, when used in this section and the tables and narrative that follow (a) the words “DENTSPLY SIRONA,” “Company,” “we,” “us,” and “our,” shall be deemed to refer to DENTSPLY for the time period prior to the Merger and to DENTSPLY SIRONA Inc. for the time period following the Merger, and (b) the terms “HR Committee” and “Committee” shall be deemed to refer to the HR Committee of DENTSPLY for the time period prior to the Merger and to the HR Committee of DENTSPLY SIRONA Inc. for the time period following the Merger.

This CD&A is organized under the following sections:

I.

Executive Summary
General Background
2016 Named Executive Officers
Pay for Performance Review
Relationship between Company Performance and CEO Compensation
Investor Outreach and Say-on-Pay Vote in 2016

​

II.

Determination of 2016 Executive Compensation
Roles in Executive Compensation
Compensation Philosophy and Objectives
Review of Pay Relative to Peer Groups
Fiscal 2015 Performance
Determination of Annual Base Salaries
Determination of Annual Incentive Awards
Determination of Equity Incentive Compensation
Compensation Recoupment Policy

​

III.

Post-Termination Arrangements
Termination of Employment
Termination following Change-in-Control

​

IV.

Retirement and Other Benefits

​

V.

Executive Stock Ownership Guidelines

​

VI.

Tax Deductibility of Executive Compensation

​

VII.

Hedging and Pledging of Company Stock

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2016 Named Executive Officers

The Company’s NEOs in 2016 were the following:

•

Jeffrey T. Slovin and Bret W. Wise, the two individuals who served as the Company’s Chief Executive Officer during 2016;

​

•

Ulrich Michel and Christopher T. Clark, the two individuals who served as the Company’s Chief Financial Officer during 2016;

​

•

Jonathan I. Friedman, Maureen J. MacInnis and James G. Mosch, the three other most highly compensated executive officers in 2016 who were serving as executive officers at the end of 2016.

​

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Pay for Performance Review

Pay for performance has been and is an important component of our compensation philosophy. Our compensation approach, which is described in greater detail below, is designed to motivate officers, including the NEOs, to substantially contribute individually and collaboratively to the Company’s long-term, sustainable growth. The annual and equity incentive components are tied directly to the performance of the Company and stockholder value. The Company has designed its executive compensation programs such that there is a correlation between level of position and degree of risk of obtaining target compensation. Based on this principle, a higher percentage of the total compensation of the Company’s more senior executives with the highest levels of responsibility has been variable and subject to performance. The table below shows the percentage of each NEO’s total compensation for 2016 which was variable.

Relationship between Company Performance and CEO Compensation

As part of the review of the CEO’s compensation, the Committee reviewed and approved the Company’s goals and objectives, which were relevant to the compensation of the Company’s CEO, and evaluated the CEO’s performance with respect to those goals and objectives. The Board then determined the CEO’s total compensation level based on such evaluation and the other information described in this report. The Committee also reviewed and approved compensation and incentive arrangements (including performance-based arrangements and bonus awards under the Company’s 2016 Annual Incentive Plan (the “Annual Incentive Plan”)) for the Company’s other NEOs (as well as such other employees of the Company as the Committee may determine from time to time to be necessary or desirable) and the grant of equity incentive awards pursuant to the Company’s Equity Incentive Plans (as defined below).

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The following table illustrates the relationship between the Company’s performance, based on the performance metrics deemed most important and applied by the Committee, and CEO compensation.

(1)

Mr. Slovin was appointed CEO on February 29, 2016, after joining the Company from Sirona. His information is included for the Company’s 2016 fiscal year.

​

(2)

Mr. Wise served as the Company’s CEO from January 1, 2007 until February 29, 2016. His information is included for the Company’s 2015 and 2014 fiscal years.

​

As shown in the table above and discussed in greater detail below under “Determination of Annual Incentive Awards,” the Committee believes in establishing fair, but challenging performance objectives for the NEOs’ annual incentive compensation and consequently, performance targets are not always met even despite overall successful Company performance. In 2014 and 2015, targets were largely achieved or exceeded, and annual incentive compensation was awarded accordingly. In 2016, targets were only partly achieved, and accordingly, annual incentive compensation was awarded to the NEOs at 50.5% attainment of target performance.

Investor Outreach and Say-on-Pay Vote in 2016

In 2016 at the Annual Meeting of Stockholders, stockholders of the Company had the opportunity to vote, on an advisory basis, on the Company’s executive compensation. Ninety-eight percent (98%) of the stockholders who voted on the matter approved, on an advisory basis, the Company’s executive compensation. The Committee viewed this as strong support of the Committee’s approach to the determination and setting of the compensation of the Company’s executives and continued to apply the same effective principles and philosophies that have been applied in prior years when making compensation decisions for 2016. These principles and philosophies are highlighted and described more fully below.

To ensure that the Committee considers stockholder views on compensation matters, we maintain an active investor relations program. Throughout the year, we are engaged with our actively-managed stockholders, which represent in the aggregate a majority of our shares. The Committee receives regular updates on investor feedback and understands that stockholders remain focused on the alignment of pay and performance.

II.

​

The Company’s intention in developing total annual compensation for executives is to balance creating value for our stockholders with providing meaningful compensation to our named executives that recognizes their contributions to the organization and supports their value creation initiatives. Salary ranges, annual bonus plan targets and equity compensation targets were developed using a “total compensation” perspective which considers all components of compensation. To that end, the HR Committee adopted a compensation program structure that targets overall NEO total compensation at the market median of DENTSPLY SIRONA’s compensation peer group while allowing for the opportunity to earn more or less than target based on actual performance.

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Roles in Executive Compensation

In anticipation of the consummation of the Merger, DENTSPLY and Sirona established a joint working group consisting of three members from the HR Committee of the board of directors of DENTSPLY and two members of the Compensation Committee of the board of directors of Sirona (the “Joint Committee”). The Joint Committee was formed to determine compensation for the CEO and the Executive Chairman pursuant to “Compensation Principles” approved by the boards of directors of both companies. Following that process, the HR Committee established 2016 compensation for the other NEOs. Both the Joint Committee and the HR Committee were assisted in their work regarding executive compensation by the Company’s Corporate Human Resources Department and considered recommendations from the CEO and Executive Chairman regarding compensation for the NEOs other than themselves. In addition, with respect to the compensation established for the NEOs in 2016, the Joint Committee and the HR Committee engaged independent compensation consultants, Exequity LLP and Pearl Meyer & Partners (together with Exequity LLP, the “Independent Compensation Consultants”), to advise on matters related to the compensation of the CEO and other executives. Following the consummation of the merger and the establishment of 2016 NEO pay levels, the HR Committee engaged Pay Governance LLC as its independent compensation consultant for the combined company.

Compensation Philosophy and Objectives

The HR Committee’s compensation philosophy was to provide a compensation package designed to satisfy the following principal objectives:

•

to align executive compensation with corporate performance and stockholder interests. This was accomplished by rewarding performance that was directly linked to achievement of the Company’s business plans, financial objectives and strategic goals, as well as increases in the Company’s stock price;

​

•

to tie components of executives’ compensation to the Company’s performance by providing incentives and rewarding individual, team and collective performance, such as through the execution of actions that contribute to the achievement of the Company’s strategies and goals, including accomplishments within assigned functional areas and successfully managing their respective organizations;

​

•

to both attract and retain executives and key contributors with the skills, capabilities and experience necessary for the Company to achieve its business objectives. This requires that the Company’s compensation programs be competitive with market compensation practices and performance-based; and

​

•

to balance risk and reward to motivate and incentivize business performance without encouraging inappropriate risk taking.

​

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In furtherance of the philosophy and objectives discussed above, the compensation program for executive officers in 2016 consisted of the components outlined in the chart below:

COMPENSATION COMPONENTS

The Committee believes that compensation paid to the Company’s executive officers should be competitive with the market, be aligned with the performance of the Company on both a short-term and long-term basis, take into consideration individual performance of the executive, and assist the Company in attracting and retaining key executives critical to the Company’s long-term success. The Company’s executive compensation program balanced a level of fixed compensation with incentive compensation, that varied with the performance of the Company and the performance of the individual executive’s areas of responsibility. The Company’s base pay and benefit programs for executives provided fixed compensation that was competitive with the market for companies of similar size and scope. The annual incentive compensation plan rewarded performance measured against goals and standards established by the Committee, and the long-term incentive compensation was designed to encourage executives to increase stockholder value by focusing on growth in revenue and earnings, generation of cash flow and efficient deployment of capital.

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Other objectives of the total compensation program are to provide: the ability for executives to accumulate capital, predominantly in the form of equity in the Company, in order to align executive interests with those of the stockholders; a competitive level of retirement income; and, in the event of certain circumstances, such as termination of employment in connection with a change-in-control of the Company, special severance protection to help ensure executive retention during the process and to ensure executive focus on serving the Company and stockholder interests without the distraction of possible job and income loss.

Review of Pay Relative to Peer Groups

In preparation of the Merger, the Joint Committee adopted a peer group of fifteen companies intended to be more closely aligned with the size and nature of operations of the merged Company’s business (the “Primary Peer Group”). The Primary Peer Group is identified below (median revenue approximates $3.1B; Dentsply Sirona revenue approximates $3.8B):

Data from this Primary Peer Group was considered by the Joint Committee in evaluating the amount and proportions of base pay, annual incentive pay and long-term compensation, as well as the targeted total compensation value for Mr. Slovin as Chief Executive Officer and Mr. Wise as Executive Chairman. The same peer group was considered in evaluating the compensation of Mr. Michel as Chief Financial Officer. Additionally, the compensation levels for the other NEOs was determined using custom cuts of companies of similar size, industry and complexity, from a broad compensation survey provided by Towers Watson (together with the Primary Peer Group, the “Peer Groups”).

The analysis by the Independent Compensation Consultants reflected that in general, the targeted total direct compensation (base salary, annual incentive and annualized expected value of long-term incentives) of the Company’s executive officers was typically around the 50th percentile of the market, as reflected in the Peer Group data. This is affected by the performance and experience of each executive officer and the performance of the Company relative to the performance targets established in the annual incentive plan and can be higher or lower than the expected percentile depending on performance.

The Committee did not consider the overall wealth accumulation of executives in establishing the 2016 levels of compensation, except as it relates to meeting the Company’s stock ownership guidelines for officers, to the extent the prior year’s compensation is considered in the comparative analysis described above, and in recognition that the Company’s compensation program provides the opportunity over time for executives to build additional wealth.

The Committee also annually reviews the specific components and a comprehensive aggregation of the entire executive compensation pay and programs.

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Fiscal 2015 Performance

Information regarding the Company’s performance in 2015 was taken into consideration by the Committee when it established the 2016 compensation for the NEOs. For the year ended December 31, 2015, sales were $2.674 billion, or $2.582 billion excluding precious metal content.

The following table reflects the Company’s sales and earnings in fiscal year 2015 and 2014.

(1)

In this table, the Company is providing GAAP information for “Net Sales” and “Earnings Per Diluted Common Share” and non-GAAP information for the other measures, as it believes that this presentation of non-GAAP information, for purposes of this CD&A, provides a better measure of performance for comparison purposes. Please see Appendix A to this Proxy Statement for a reconciliation of non-GAAP information to GAAP information.

​

The following table has been included for reference and reflects the Company’s sales and earnings in fiscal year 2016 and 2015.

(1)

In this table, the Company is providing GAAP information for “Net Sales” and “Earnings Per Diluted Common Share” and non-GAAP information for the other measures, as it believes that this presentation of non-GAAP information, for purposes of this CD&A, provides a better measure of performance for comparison purposes. Please see Appendix A to this Proxy Statement for a reconciliation of non-GAAP information to GAAP information.

​

Determination of Annual Base Salaries

In establishing base salaries of the Company’s executives, the Committee strived to reflect the external market value of a particular role as well as the experiences and qualifications that an individual has brought to the role. The primary purpose of the Company’s base salaries was to pay a fair, market competitive rate in order to attract and retain key executives. Base salary adjustments are generally made annually and have in the past been awarded based on individual performance, level of responsibilities, competitive data from the Peer Group reviews, employee retention efforts, annual salary budget guidelines and the Company’s overall compensation philosophies discussed above. Base salaries are targeted to a range around the 50th percentile of the base pay paid by the Peer Groups for a comparable role in order to ensure that the Company is able to compete in the market for outstanding employees without unduly emphasizing fixed compensation, but may be higher or lower based on individual performance and experience level.

The starting point for the Committee in establishing 2016 base salaries and annual incentive awards was to review the total annual cash compensation of the executive officers against the total annual cash compensation for comparable positions in the Peer Groups. In determining the total annual cash compensation of an executive officer, the Committee established a comparative base salary and what the

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annual incentive awards for the executive officers would be at the 100% target achievement level (as further described in “Determination of Annual Incentive Awards” below), relative to comparable positions reflected in the Peer Groups. Once the Committee established the appropriate range for base salaries, the Committee adjusted the base salary of the individual executive officer based on consideration of several factors, including individual performance, Company performance, the experience level of the executive, the nature and breadth of the executive’s responsibilities, and the desire to minimize the risk of losing the services of the executive to another company. Total direct compensation in relation to other executives, as well as prior year individual performance and performance of the business lines for which the executive is responsible, were also taken into consideration in determining any adjustment.

The base salaries and total compensation of the Executive Chairman and Chief Executive Officer were reviewed and approved in November 2015 by the Joint Committee. The approved annual base salaries for the NEOs for 2016 are as follows:

(1)

Mr. Wise served as CEO until February 29, 2016, as of which date his annual salary of  $975,000 was adjusted to $900,000.

​

(2)

Messrs. Slovin, Michel and Friedman joined the Company on February 29, 2016 as a result of the Merger. The stated salary for Messrs. Slovin, Michel and Friedman in each case reflects the annualized salary, of which pro-rated amounts of  $802,919, $518,700 and $366,648 were paid by Dentsply Sirona to Messrs. Slovin, Michel and Friedman, respectively.

​

Determination of Annual Incentive Awards

As discussed above under “Compensation Philosophy and Objectives,” the Committee believes in the importance of having a significant portion of an executive’s total annual cash compensation tied to the annual performance of the Company and its businesses. It was intended that this component of the total compensation be competitive with the market, but that it would also reward executives for good performance and reduce the targeted compensation opportunity for performance that fails to meet the objectives established by the Committee. The Committee believes that employees in higher level positions should have a higher proportion of their total compensation delivered through pay-for-performance cash incentives in order for their total annual compensation to be more significantly correlated, both upward and downward, to the Company’s performance. The Committee believes this approach helps to align the compensation and objectives of the executives with the Company and its stockholders.

The Committee annually reviews and establishes targets for annual bonus payouts to be applicable for the performance year. These targets are generally established at the beginning of the performance year in connection with the approval of the Company’s budget for such year. In 2016, the targets were again reviewed in connection with the consummation of the Merger. In establishing the target payouts, the Committee evaluated the compensation levels in the Peer Groups. The Committee established performance targets for the executive officers, which if achieved at the 100% level, would result in annual bonuses that, in combination with base salary, would be competitive in the 50th percentile range with the total annual

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compensation of comparable positions in the Peer Groups. If the Company exceeds the targets established by the Committee, the executives are rewarded with higher annual bonuses and if the Company falls below the targets, the executives’ bonuses are reduced below the 100% target level. The general principle in setting targets and measuring performance is that management is responsible and accountable for the financial results of the Company.

Consistent with the principles outlined above, for 2016, the bonus targets for the NEOs ranged from 60% to 130% of base salary depending on the executive’s position, as set forth below.

The Committee, and the independent members of the Board for the CEO and the Executive Chairman, determined the general performance measures and other terms and conditions of awards for executives covered under the Company’s Annual Incentive Plan, and the weight attributable to each performance goal for the NEOs. The performance measures established by the Committee for the NEOs at the beginning of 2016, based on the annual budget approved by the Board, were allocated 80% to financial and 20% to strategic objectives.

Financial Objectives

(1)

Internal Sales Growth was measured on a full year pro forma basis at constant currency and excluding the impact of acquisitions.

​

(2)

Non-GAAP earnings per shares (EPS) was measured at constant budgeted currency rates.

​

Awards may range from no award being earned to 200% of target, although attainment at the maximum award level would be extremely difficult and is not expected. Awards for the positions of the Company’s NEOs over the last three years have ranged from 50.5% to 128.2% of target.

Strategic Objectives

The strategic objectives which comprised 20% of the NEOs’ target related to developing and implementing efficiency initiatives designed to reach synergy objectives, promote integrated solutions and

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facilitate growth. The objective included four specific strategic areas to be addressed, including certain goals of actual financial performance versus the approved budget for the initiatives.

Annual cash incentive awards for 2016 were determined by multiplying the results for each performance objective (i.e., the percentage of that target award payable based on performance) by the target award opportunity for each NEO as described above, and then multiplied by the base salary as of December 31, 2016, the end of the performance period. At its February 2017 meeting, the Committee reviewed the performance of the Company and its executives with respect to the annual objectives to determine whether the NEOs had met or exceeded the 2016 performance goal, and awarded performance attainment relative to the financial and strategic objectives as follows:

(1)

Internal Sales Growth, a non-GAAP measure, was measured on a full year pro forma basis at constant currency and excluding the impact of acquisitions. Please see Appendix A — “Internal Sales Growth” — “Internal Sales Growth Reconciliation — AIP Measurement” for a reconciliation of Internal Sales Growth to the corresponding GAAP information.

​

(2)

Non-GAAP earnings per shares (EPS) was measured at constant budgeted currency rates. Please see Appendix A — “Net Income and EPS /Adjusted Net Income and Adjusted EPS” — “EPS Reconciliation — AIP Measurement” for a reconciliation of Non-GAAP EPS to GAAP EPS.

​

In 2016, the Company met its efficiency initiative, including implementing a strong cultural foundation to drive excellence across the organization, developing a comprehensive employee communication program, designing and implementing a new operating model, as well as creating platforms to reach or exceed synergy objectives. The Committee reviewed the performance of the Company relative to the four individual strategic objectives and determined that one objective was exceeded substantially, one objective was exceeded, one objective was achieved and one objective was partially achieved. The Committee concluded that in the aggregate, management had successfully exceeded the target on the strategic objectives and awarded 125% compared to a target for the strategic objective of 100%.

Based on this review of strategic and financial attainment, the NEOs were paid non-equity incentive compensation as set forth below:

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Determination of Equity Incentive Compensation

The third principal component in total compensation for the Company’s executives in 2016 was the award of equity incentives. The long-term incentive program was designed to reward long-term performance and was comprised of three components in 2016:

•

Stock option awards designed to reward stock price growth;

​

•

Time-based restricted stock unit (“RSU”) awards (in addition to performance requirements for certain NEOs); and

​

•

Performance-based restricted stock unit (“PRSU”) awards based on accomplishment of a specific three-year performance objective.

​

The Committee believes that equity incentive compensation serves an essential purpose in: (i) attracting and retaining senior executives, (ii) providing them with long-term incentives to maximize stockholder value, and (iii) aligning the interests of the executive officers with those of our stockholders. A strong performance-based link is created between stockholder value and executive pay through (i) the long-term performance objectives of the PRSUs, (ii) the significant vesting period of the RSUs (in addition to further performance criteria for certain executives); and (iii) the fact that stock options gain value to the executive only when and to the extent that share price exceeds the exercise price of the option.

Long-term incentive awards for executive officers generally are made annually, as part of the “total remuneration” approach to executive compensation. In 2016, equity awards were granted to Messrs. Wise, Clark, Mosch and Ms. MacInnis under the DENTSPLY International, Inc. 2010 Equity Incentive Plan (the “DENTSPLY Plan”) on February 17, 2016, prior to the consummation of the Merger, and to Messrs. Slovin, Michel and Friedman under the DENTSPLY SIRONA Inc. 2016 Omnibus Incentive Plan (the “Omnibus Plan,” and together with the DENTSPLY Plan, the “Equity Incentive Plans”) on March 1, 2016, following the consummation of the Merger. Under the Omnibus Plan, which became effective on February 29, 2016 in connection with the consummation of the Merger, certain equity awards were also issued in connection with the assumption by the Company of the equity awards granted under prior Sirona equity compensation plans (the “Prior Sirona Plans”), outstanding as of immediately prior to the consummation of the Merger (the “Rollover Awards”).

Stock options were granted at the closing price on the day of the grant and accordingly, will have value only if the market price of the Company’s common stock increases after the grant date. The 2016 stock option grants vest and become exercisable over three years — one-third on each of the first three anniversaries following grant — and are exercisable for a maximum of ten years from the grant date, subject to earlier expiration in the event of certain terminations of employment. Individuals generally have 90 days upon termination to exercise any vested stock options; after the 90 days, the stock options are forfeited. Stock options granted in 2016 are forfeited if the executive voluntarily leaves the Company prior to vesting or qualified retirement. The Company’s stock options are typically granted at the Board meeting in February each year, with a grant date that is generally three business days after the Company’s report of financial results for the prior year. Any grants for newly hired executive officers are typically approved following the executive officer’s employment date and grants generally occur three business days after the Company’s report of quarterly financial results. Further details regarding option grants to the 2016 NEOs are provided below under “Executive Compensation Tables,” “Grants of Plan-Based Awards.”

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RSUs awarded in 2016 provided for cliff vesting after three (3) years and, for Messrs. Wise, Clark and Mosch, included a performance requirement that the aggregate net income of the Company over the three year vesting period, excluding costs in the Restructuring, Impairment and Other Costs Line of the income statement, be positive. RSUs were granted with dividend equivalent rights subject to the same conditions and vesting periods as the RSUs. RSUs granted in 2016 are forfeited if the executive voluntarily leaves the Company prior to full vesting or qualified retirement. Further details regarding RSU grants to the 2016 NEOs are provided below under “Executive Compensation Tables” — “Grants of Plan-Based Awards.”

PRSUs awarded in 2016 provided for cliff vesting after three (3) years, with a three (3) year annual performance measure based on the target of 10% non-GAAP EPS (as defined below) growth over the previous year’s actual number, as shown below:

(1)

Non-GAAP earnings per share (EPS) excludes currency impacts and the 2017 annualization impacts on share count and EPS from the merger and purchase accounting.

​

Performance will be the better of  (i) locked in payout attainment at the end of each year, ranging from 0% to 200% for each individual year or (ii) three year cumulative attainment reaching from 0% to 200% for the cumulative period. PRSU’s were granted with dividend equivalent rights subject to the same conditions and vesting periods as the PRSUs. PRSUs granted in 2016 are forfeited if the executive voluntarily leaves the Company prior to full vesting or qualified retirement. Further details regarding PRSU grants to the 2016 NEOs are provided below under “Executive Compensation Tables” — “Grants of Plan-Based Awards.”

The 2016 PRSUs are based on a three (3) year annual performance measure. In 2016, the non-GAAP EPS growth associated with the PRSUs was achieved at 9.1% non-GAAP EPS growth or 91% of target for the first year. Please see Appendix A — “Net Income and EPS /Adjusted Net Income and Adjusted EPS” — “EPS Reconciliation — PRSU Measurement” for a reconciliation of Non-GAAP EPS to GAAP EPS.

Guidelines for the size and type of awards were developed based upon, among other factors, the Committee’s review of the Peer Group data, input from the Independent Compensation Consultants, shares available for grant under the Equity Incentive Plans, the executive’s position in the Company, his or her contributions to the Company’s objectives, and total direct compensation, as compared to the Peer Groups. Equity awards comprised a larger portion of the NEOs’ compensation to more closely align their compensation and interests with the interests of stockholders. The Committee also took into consideration the Company’s performance against its business and financial objectives and its strategic plan, and individual performance, as well as the allocation of overall share usage under the Company’s Equity Incentive Plans.

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Equity grants made in 2016 were allocated, assuming annualized expected value of total equity incentive compensation at target performance attainment, as follows:

(1)

Messrs. Slovin, Michel and Friedman were granted restricted stock unit awards under Prior Sirona Plans in November 2015, which were assumed in connection with the Merger. Therefore, these individuals were not granted RSUs in 2016. Information on these grants are included in the “Outstanding Equity Awards at Fiscal Year End” Table. When including the restricted stock unit awards granted under Prior Sirona Plans in November 2015, the target equity mix for Messrs. Slovin, Michel and Friedman is as follows:

​

The split between stock options, RSUs and PRSUs was based both on comparisons to the market and the overall risk/reward tradeoff. As the Peer Group data varies somewhat by position, the Committee generally targeted the equity incentive compensation at or near the median of the Peer Group at target performance, with an opportunity for incentive compensation to exceed the median if performance is above target. Typically the maximum incentive opportunity (assuming performance exceeds target and meets the maximum targets in the plan) is in the range of the 50th to 65th percentile of the Peer Group.

While equity awards under the Equity Incentive Plans generally involve no immediate cash cost, the Company does recognize expense for such awards in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), “Compensation - Stock Compensation” (Topic 718), (“ASC Topic 718”).

Compensation Recoupment Policy

In the event of a material restatement of our financial results, the Board will consider whether any executive officer received compensation based on the original financial statements because it appeared he or she achieved financial performance targets which in fact were not achieved based on the restatement. The Board will also consider the accountability of any executive officer whose acts or omissions were responsible in whole or in part for the events that led to the restatement and whether such acts or omissions constituted misconduct.

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Possible actions of the Board may include the following: (i) the recoupment of all or part of any bonus or other compensation paid to the executive officer that was based upon the achievement of financial results that were subsequently restated, (ii) disciplinary actions, up to and including termination, and/or (iii) the pursuit of other available remedies.

The Board shall amend this policy to account for any requirements imposed by the Dodd-Frank Wall Street Reform and Consumer Protection Act, and other applicable law.

III.

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Termination of Employment

The Company has entered into employment agreements with all of the 2016 NEOs, which include certain post-termination arrangements. The Committee determined that this is in the best interest of the Company in order to ensure executive focus on serving the Company and stockholder interests without the distraction of possible job and income loss. Details regarding the post-termination arrangements are set forth below under “Employment Agreements” — “Payments Made Upon Termination,” “Payments Made Upon Retirement,” “Payments Made Upon Termination with Good Reason by the Executive Officer or Termination by the Company without Cause,” “Termination Upon Death” and “Termination Upon Disability,” each of which is incorporated herein by reference.

Details regarding potential payment adjustments in the event that payments or benefits to a NEO would be considered an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), are provided below under “Employment Agreements” — “Certain Adjustments in Payments to Executive Officers,” which is incorporated herein by reference.

Details regarding the estimated amounts that each NEO would receive in the event of a termination are set forth below under “Estimated Payments Payable to a NEO Upon Termination or Change in Control,” which is incorporated herein by reference.

Termination following Change in Control

The Committee believes that executive officers, including the NEOs, who are terminated without “Cause” (as defined in the employment agreements) or elect to resign with “Good Reason” (as defined in the employment agreements) within two years of a change in control (as defined in the employment agreements) of the Company should be provided separation benefits. These benefits are intended to ensure that executives focus on serving the Company and stockholders during the pendency of a potential change in control transaction or activity without the distraction of possible job and income loss.

The Company’s change in control benefits were consistent with the practices of companies with whom the Company competes for talent, and are intended to assist in retaining executives and recruiting new executives to the Company. As of the close of a transaction that results in a change in control of the Company, in accordance with the Equity Incentive Plans, all outstanding equity grants awarded as part of the Company’s equity incentive compensation program become available to executives — that is, restrictions on all outstanding restricted stock units lapse and all non-exercisable stock options become exercisable — in the event of a termination as described in the preceding paragraph, or in the event any outstanding award is not assumed or substituted in connection with the change in control.

Details regarding arrangements in the event of termination following a change in control are set forth below under “Employment Agreements” — “Payments Made Upon Termination of Employment within Two (2) Years after a Change in Control by the Executive Officer with Good Reason or by the Company without Cause,” which is incorporated herein by reference.

Details regarding the estimated amounts that each NEO would receive in the event of a termination following a change in control are set forth below under the heading “Estimated Payments Payable to a NEO Upon Termination or Change in Control,” which is incorporated herein by reference.

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IV.

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The Company also maintained standard benefits consistent with those offered by other major corporations and which are generally available to all of the Company’s full time employees (subject to meeting basic eligibility requirements). The benefits described below are for U.S. employees, however, similar benefits are provided to non-U.S. employees based on local law and benefit programs.

DENTSPLY SIRONA offered retirement benefits to its eligible U.S. employees through tax-qualified plans, including an employee and employer-funded 401(k) Savings Plan and a discretionary company-funded Employee Stock Ownership Plan (“ESOP”). In 2016, the NEOs who were DENTSPLY employees prior to the Merger participated in these plans, and the terms governing the retirement benefits under these plans for them were the same as those applicable to other eligible employees in the U.S. In 2016, the Company’s U.S. employees and NEOs who were Sirona employees prior to the Merger participated in the Sirona Dental Systems 401(k) Savings Plan, which was assumed by the Company in connection with the Merger. Under the Sirona Dental Systems 401(k) Savings Plan, following the merger, DENTSPLY SIRONA continued to make matching contributions to the employees’ 401(k) accounts in accordance with the terms of the plan, which applied equally to the NEOs and other eligible employees in the U.S. Similarly situated employees, including our executive officers, may have materially different account balances because of a combination of factors: the number of years that the person has participated in the plan; the amount of money contributed; and the investments chosen by the participant with regard to those plans providing for participant investment direction. These plans do not involve any guaranteed minimum returns or above-market returns as the investment returns are dependent upon actual investment results. Employees direct their own investments in the 401(k) Savings Plan. The ESOP is a defined contribution plan designed to allow employees, including executive officers, to accumulate retirement accounts through ownership of Company stock, and to allow employees to make contributions or allocations to those funds. Effective as of January 1, 2017, the ESOP was merged with the 401(k) Savings Plan to create the Dentsply Sirona Inc. 401(k) Savings and Employee Stock Ownership Plan.

The Company maintained a very limited number of benefit programs that were only available to the NEOs and other senior employees qualifying for eligibility based on salary grade level. Such benefits include a Supplemental Executive Retirement Plan (“SERP”) and the DENTSPLY SIRONA Supplemental Savings Plan (“DSSSP”). The purpose of the SERP is to provide additional retirement benefits for a limited group of management employees, including the NEOs, whom the Committee concluded were not receiving competitive retirement benefits. The Committee annually approves participants in the SERP. Credits equal to 11.7% of total annual cash compensation (base salary and any annual incentive awards), reduced by Company contributions to the ESOP and 401(k) plans and the allowance for executive’s deferred compensation plan, are allocated to the participants’ accounts. No actual funds are put aside for participants in the SERP and the participants are general creditors of the Company for payment of the benefits upon retirement or termination of employment from the Company. Participants can elect to have these benefits administered as savings with interest or stock unit accounts with dividends, with stock units being distributed in the form of common stock at the time of distribution. Upon retirement or termination for any reason, participants in the SERP are paid the benefits in their account based on an earlier distribution election.

The DSSSP is a deferred compensation plan that allows management employees of the Company to elect to defer a portion of their base salary and annual incentive bonus for payment at a future time. Deferred amounts are not funded by the Company but are a general obligation of the Company to administer and pay as set forth in the DSSSP. The DSSSP is administered by T. Rowe Price, the Administrator of the Company’s retirement plans, and participants have the right to elect investment options for the deferred funds (except that executive officers may not defer into Company stock because of implications under Section 16 of the Exchange Act), which are tracked by the Administrator.

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Company healthcare, life insurance and other employee welfare benefits are similar for all eligible employees, including the NEOs. Typically, the Company has shared the cost of health and welfare benefits with its employees, a cost that is dependent on the level of benefits coverage that each employee elects. The Company also provides other benefits such as medical, dental and life insurance to each NEO, in a similar fashion to those provided to other U.S. based DENTSPLY SIRONA employees. Mr. Michel receives an allowance of  €12,000 per annum for additional medical coverage per his employment agreement.

V.

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Because the Committee believes in further linking the interests of management and the stockholders, the Company maintains stock ownership guidelines for its executives. The guidelines specify the number of shares that the Company’s executive management are required to accumulate and hold until the stock ownership guidelines are met. Once in the position, the executive has five (5) years to meet the requirement. During such time, and until the guidelines are met, the executive will be required to hold 100% of the shares vested from RSUs and PRSUs (net of tax). “Stock ownership” is defined to include stock owned by the officer directly, stock owned indirectly through the Company’s retirement plans, including ESOP, 401(k), SERP and salary and/or bonus deferral into the DSSSP, and equity awards pursuant to the equity incentive program, other than stock options and PRSUs until after their performance criteria is met. Under the current guideline established by the Committee, executives are required to own Company common stock equal in value to a multiple of their base salary, as set forth below:

All NEOs for 2016 were in compliance with the stock ownership guidelines as of the end of 2016.

VI.

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Section 162(m) of the Internal Revenue Code places a limit of  $1,000,000 on the amount of compensation that a public company may deduct in any one year with respect to certain executives (including the CEO and the next highest paid officers other than the CFO at the close of the year). There is an exception to the $1,000,000 limitation for performance-based compensation meeting certain requirements. Stock option incentive awards made under our equity incentive plans generally are performance-based compensation meeting those requirements, and, as such, are believed to be fully deductible. The HR Committee may grant other forms of awards that are also intended to meet those requirements. The Committee generally sought ways to limit the impact of Section 162(m); however, the Committee believed (and the current HR Committee believes) that the tax deduction limitation should not compromise our ability to establish and implement incentive programs that support the compensation objectives discussed above. Accordingly, achieving these objectives and maintaining required flexibility in this regard may result in compensation that is not deductible for federal income tax purposes. To maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals, the Committee has not adopted a policy requiring all compensation to be deductible. The Committee has established a performance goal for the Executive Chairman, Chief Executive Officer, Chief Operating Officers and General Counsel for their Annual Incentive Plan awards and for the vesting of their RSUs, regarding the aggregate net income of the Company over the one year performance period and three year vesting period, respectively, consistent with the performance-based requirements established by 162(m).

The Omnibus Plan was approved by stockholders at the January 11, 2016 Special Meeting of Stockholders and became effective upon the consummation of the Merger. The HR Committee may grant awards under that plan that are intended to qualify for the performance based compensation exemption from Section 162(m), although, as in the past, while the HR Committee intends to consider the deductibility of executive compensation, it may also take into consideration such other factors as it deems appropriate, such that some compensation payable to certain executives may be nondeductible.

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VII.

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Short sales of Company securities (a sale of securities which are not then owned) and derivative or speculative transactions in Company securities are prohibited under the Company’s insider trading policy. No director, officer or other designated insider is permitted to trade in options, warrants, puts and calls or similar instruments on Company securities. In addition, directors, officers, and other designated insiders are prohibited from holding Company securities in margin accounts or pledging Company securities.

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EXECUTIVE COMPENSATION TABLES

The following table sets forth the compensation earned by the NEOs for the fiscal year ended December 31, 2016. The NEOs are the two individuals who served as the Company’s CEO or principal executive officer during 2016, the two individuals who served as the Company’s CFO or principal financial officer during 2016, and the three other most highly compensated executive officers in 2016 who were serving as executive officers at the end of 2016. For the NEOs who were employees of Sirona prior to the Merger (Messrs. Slovin, Michel and Friedman), this disclosure relates to compensation paid to those officers from February 29, 2016, the closing date of the Merger.

Summary Compensation Table
For Fiscal Year End December 31, 2016

(1)

Principal positions are the positions held as of February 29, 2016, the date of the consummation of the Merger, through the end of the year.

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(2)

Mr. Wise served as Chairman of the Board and Chief Executive Officer prior to the Merger. Effective February 29, 2016, he was appointed Executive Chairman.

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(3)

Mr. Slovin was appointed Chief Executive Officer effective February 29, 2016.

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(4)

Mr. Clark served as President and Chief Financial Officer prior to the Merger. Effective February 29, 2016, he was appointed President and Chief Operating Officer, Technologies.

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(5)

Mr. Mosch served as Vice President and Chief Operating Officer prior to the Merger. Effective February 29, 2016, he was appointed President and Chief Operating Officer, Dental and Healthcare Consumables.

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(6)

Mr. Michel was appointed Executive Vice President and Chief Financial Officer effective February 29, 2016.

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(7)

Ms. MacInnis served as Vice President and Chief Human Resources Officer prior to the Merger. Effective February 29, 2016, she was appointed Senior Vice President and Chief Human Resources Officer.

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(8)

Mr. Friedman was appointed Senior Vice President, Secretary and General Counsel effective February 29, 2016.

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(9)

Compensation paid to Messrs. Slovin, Michel and Friedman only reflects the salary paid by DENTSPLY SIRONA. From January 1, 2016 through February 29, 2016, Messrs. Slovin, Michel and Friedman received salary amounts of  $138,733, €63,654 and $55,493, respectively, from Sirona. Full year prior salary amounts for these individuals were $901,765, €445,578 and $360,706, respectively.

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(10)

Bonus amounts include special one-time cash performance bonuses for Ms. MacInnis and Mr. Friedman in recognition of their extraordinary individual efforts in connection with the successful integration of the operations of DENTSPLY and Sirona following the Merger.

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(11)

Represents the aggregate grant date fair value for PRSUs at target and RSUs granted in each respective year. The number of shares that could be granted upon the conversion of PRSUs upon lapse of restrictions thereon ranges from zero to a maximum of two times the target amount. Prior to the Merger, on November 24, 2015, Messrs. Slovin, Michel and Friedman received RSU awards with the grant date fair value of  $2,599,990, $899,963 and $525,015, respectively.

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(12)

Represents the grant date full fair value of compensation costs of stock options granted during the respective year for financial statement reporting purposes, using the Black-Scholes option pricing model. Assumptions used in the calculation of these amounts are similar to those included in Note 13, Equity, to the Company’s Consolidated Financial Statements on Form 10-K.

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(13)

Amounts shown represent the Company’s Annual Incentive Plan awards for services provided in 2016, 2015 and 2014 that were paid in cash or deferred under the DSSSP in 2017, 2016 and 2015, respectively. Messrs. Mosch and Size deferred under the DSSSP in 2015. Before the Merger, Messrs. Slovin, Michel and Friedman received amounts of  $225,441, €77,976 and $57,106, respectively, for the time period of October to December 2015.

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(14)

Amounts shown are described in the “All Other Compensation” table that follows.

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(1)

Represents the allocations to the NEOs’ ESOP balances for the year ended December 31, 2016. Pursuant to the terms of the ESOP, non-vested ESOP shares forfeited by terminated employees and dividends earned on the forfeited shares are redistributed to the current ESOP participants, thus reducing the Company’s contribution requirement. The ESOP is a non-contributory defined contribution plan. Messrs. Slovin, Michel and Friedman did not participate in the ESOP in 2016.

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(2)

Represents the non-elective cash contributions by the Company into a 401(k) savings plan for the U.S. NEOs. Amounts for Messrs. Slovin and Friedman reflect a matching contribution under the Sirona Dental Systems 401(k) Savings Plan and they each received an amount of  $1,223 for January and February 2016 before the Merger.

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(3)

Represents Company credits for the 2016 plan year to the SERP, a non-contributory retirement plan for a select group of management and/or highly compensated employees. Additional information is provided below under “Non-Qualified Deferred Compensation.”

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(4)

Represents payments for car leases. Prior to the Merger for the months of January and February 2016, Messrs. Slovin, Michel and Friedman, had car lease amounts of  $4,425, €2,932 and $1,477, respectively.

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(5)

Represents family education payments, including prepaid tuition expenses for the 2016-2017 school year.

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(6)

Represents housing payments on a home in Germany for Mr. Slovin incurred by the Company on his behalf and a housing allowance for Mr. Michel. Prior to the Merger for the months of January to February 2016, Sirona paid amounts of  $16,991 and €12,000 on behalf of Messrs. Slovin and Michel, respectively.

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(7)

Represents amount for Mr. Slovin’s relocation expenses incurred during his move from Germany to the United States in 2016.

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(8)

Represents the value of tax compliance support and assistance given to Messrs. Slovin and Michel.

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(9)

Amount for Mr. Slovin reflects the premiums paid by the Company to the Company’s International Health Insurance for Expatriates and insurance premiums in the United States. Amount for Mr. Michel relates to the €12,000 allowance for supplemental healthcare costs. An amount of  $6,894 was paid by Sirona on behalf of Mr. Slovin for January and February 2016 before the Merger.

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(10)

Represents the aggregate of tax equalization payments and tax ‘gross up,’ paid in respect of  (i) salary, equity and non-equity incentive compensation, tax advice, car, housing and healthcare allowances for Mr. Slovin and (ii) savings plan contribution, housing, education, car and healthcare allowance for Mr. Michel. Prior to the Merger, in 2016 Sirona paid an amount of  $495,157 of tax equalization payments and tax ‘gross up’ in respect of Mr. Slovin’s compensation in 2015.

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(11)

Reflects a deferred compensation plan allowance for Mr. Michel.

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(12)

Represents a payout for Mr. Michel in the amount of  €34,158 for forfeited vacation days.

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Refer to the CD&A section for a complete description of the components of compensation, along with a description of the material terms and conditions of each component.

For the NEOs, salary compensation as a percentage of total compensation is as follows:

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The following table reflects the terms of compensation plan-based awards granted to the NEOs in 2016:

2016 Grants of Plan-Based Awards