DENTSPLY SIRONA Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Leadership Update, Financial Statements and Exhibits
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Medical/Dental Instruments
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 2.02 Results of Operations and Financial Condition
On November 7, 2024, DENTSPLY SIRONA Inc. (the “Company”) issued a press release regarding the Company’s financial results for its third fiscal quarter ended September 30, 2024. A copy of the Company’s press release is furnished as Exhibit 99.1.
The information contained in this Current Report on Form 8-K pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 6, 2024, the Company appointed Kevin J. Czerney, currently the Company’s Vice President, Chief Audit Executive, to the role of Vice President & Chief Accounting Officer, a position in which he will be the Company’s principal accounting officer for purposes of the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”).
Mr. Czerney, age 41, currently serves as the Company’s Vice President, Chief Audit Executive, a position he has held since March 2022. As Chief Audit Executive, Mr. Czerney has been responsible for the Company’s corporate audit function, ensuring the effectiveness of internal control over financial reporting, managing the annual audit plan, and leading the Company’s enterprise risk management program across the organization. Previously, Mr. Czerney served as Assistant Corporate Controller for MSCI Inc. (“MSCI”) from January 2019 until February 2022. Prior to MSCI, Mr. Czerney was the Director, SEC Reporting and Corporate Accounting at Stryker Corporation from 2017 to 2019 and previously held roles of increasing responsibility at Honeywell International Inc. Mr. Czerney is a Certified Public Accountant (Active) and started his career at PricewaterhouseCoopers LLP. He received his B.B.A. in Accounting and M.S. in Accountancy from Western Michigan University.
Pursuant to his promotion letter, Mr. Czerney will be paid an annual base salary of $385,000. He will also be eligible for (i) a target annual bonus of 45% of his base salary (on a pro-rated basis for 2024) as part of and subject to the conditions of the Company’s Annual incentive Plan and (ii) an annual equity award with a target expected value of $220,000, with the first grant to be issued in 2025.
Mr. Czerney does not have any family relationship with any director or executive officer of the Company, or person nominated or chosen by the Company to become a director or executive officer, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Additionally, on November 6, 2024, the Company appointed Simon D. Campion, the Company’s President and Chief Executive Officer and a member of the Company’s Board of Directors, to the additional role of interim principal financial officer for purposes of the Company’s filings with the SEC.
For Mr. Campion’s biographical information, see the disclosure included under the heading “Director Biographies” on page 14 of the Company’s definitive proxy statement on Schedule 14A for its 2024 annual meeting of stockholders filed with the SEC on April 10, 2024, which disclosure is incorporated herein by reference.
Mr. Campion does not have any family relationship with any other director or executive officer of the Company, or person nominated or chosen by the Company to become a director or executive officer, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. No new compensatory arrangements will be entered into with Mr. Campion in connection with his assuming the responsibilities as the Company’s interim principal financial officer.
The appointments of Mr. Czerney and Mr. Campion will be effective as of close of business on November 7, 2024, the date upon which Glenn G. Coleman will resign as the Company’s Executive Vice President, Chief Financial Officer, principal financial officer, and interim principal accounting officer, as has been previously disclosed.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |||||||
| DENTSPLY SIRONA Inc. Press release issued November 7, 2024, as referenced in Items 2.02 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DENTSPLY SIRONA Inc.
| By: | /s/ Richard C. Rosenzweig | |||||||
| Richard C. Rosenzweig | ||||||||
| Executive Vice President, Corporate Development, | ||||||||
| General Counsel and Secretary | ||||||||
Date: November 7, 2024