DENTSPLY SIRONA Inc. (XRAY) Earnings Call Transcript & Summary

Good morning, and welcome to the Dentsply Sirona 2020 Annual Meeting of Stockholders. I would like to hand the meeting over to Eric Brandt, Chairman of the Board of Directors.

Thank you. I ask that this Annual Meeting of Stockholders of Dentsply Sirona come to order. Today's meeting is being conducted live via webcast, and all participants are attending virtually. We made the decision to hold the annual meeting virtually this year for the first time due to the impact of the COVID-19 outbreak and to protect the health of our stockholders and employees. Additionally, we believe that holding the annual meeting virtually will allow us to increase stockholder accessibility and to improve communication. This meeting is being recorded and will be available for playback on our Investor Relations website. Also with me today are Don Casey, Chief Executive Officer and director of the company; and Keith Ebling, Executive Vice President, General Counsel and secretary of the company. Keith will serve as secretary of today's meeting. Also present at the meeting are members of the company's Board of Directors and members of the company's management. With us is also Christoph Gabel, a partner with PricewaterhouseCoopers, our independent registered public accounting firm. Mr. Gabel will be available to answer any questions you have regarding the audit. The company has appointed Jane Ludlow as inspector of elections who is present. Prior to the start of the meeting, our online stockholder forum has been opened for questions, and we welcome your additional questions during this meeting. If you have any questions about any of the 3 proposals on the agenda you haven't -- and you haven't submitted them, we ask you submit your proposal-related questions now to the Ask a Question tool on the virtual meeting platform to ensure we have sufficient time to answer your questions before the polls close. We have also allocated time at the end of the meeting to answer company-related questions. Any unanswered questions will be answered after the meeting with responses available on our Investor Relations website. A copy of the rules of conduct has been made available virtually as part of this meeting materials listed in the webcast. We kindly ask that all participants respect these rules so that we may conduct an orderly meeting. If you have already submitted your proxy, you need not do so again, unless you wish to change your vote. For those who have not voted and wish to vote now, please go to the voting area, which is located on the lower-right side of the web page, directly above meeting -- of the meeting materials section. Click on the words Vote Here to complete and submit your ballot. Keith, has the notice of this annual meeting been given to all stockholders?

Yes, it has. Under the General Corporation Law of the State of Delaware, an affidavit has been prepared stating that the notice of an annual meeting of stockholders to be held on May 20, 2020, and a proxy statement, along with voting instructions, was mailed or made available on about April 10, 2020, to all stockholders of record as of the close of business on March 23, 2020. Also, as required by the General Corporation Law of the State of Delaware, the complete list of the stockholders entitled to vote at this meeting is available on the virtual meeting platform. That list and the affidavit of mailing will be filed with the records of the company pertaining to this annual meeting.

Is there a quorum present?

Yes, Ms. Ludlow, the inspector of elections, has informed the company that a majority of the shares entitled to vote are represented at this meeting in person or by proxy.

Thanks. As notice of this meeting has been given to all stockholders entitled to receive such notice and a quorum is present, it is my pleasure to declare this Annual Meeting of Stockholders of Dentsply Sirona to be lawfully convened and welcome you to this meeting. I will now call upon Keith to introduce the proposals.

Thank you, Eric. There are 3 proposals on the agenda today. The first proposal is to elect 11 nominees to Dentsply Sirona's Board of Directors, each to serve until the adjournment of 2021 Annual Meeting of Stockholders and until his or her respective successor is duly elected and qualified. The 11 nominees are Michael C. Alfano; Eric K. Brandt; Donald M. Casey, Jr.; Willie A. Deese; Betsy D. Holden; Arthur D. Kowaloff; Harry M. Jansen Kraemer, Jr.; Gregory T. Lucier; Francis J. Lunger; Leslie F. Varon; and Janet S. Vergis. The Board of Directors recommended to vote for all the nominees. The second proposal is to ratify the appointment of the Audit and Finance Committee -- by the Audit and Finance Committee of the Board of Directors of PricewaterhouseCoopers, independent registered public accounting firm, to audit the financial statements of the company for the year ending December 31, 2020. The Board of Directors has recommended a vote for the adoption of this proposal. The third proposal is to approve, by nonbinding advisory vote, the compensation of the company's executive officers as described in the proxy statement. The Board of Directors has recommended a vote for the adoption of this proposal.

I move that each of the proposals be approved.

I second the motion.

Information supporting the recommendation of the Board of Directors regarding each proposal is set out in the proxy statement. If any stockholder has questions or comments specifically relating to any of the proposals, please submit them through the online portal now. We will now pause to review any questions submitted on the proposals. We will only answer questions related to the proposals at this time.

No proposal-related questions have been submitted.

We will now move on to voting. If you've already submitted your proxy and you need to do so again -- no need to do so again, unless you wish to change your vote. For those who have not voted and wish to vote now, please do so pursuant to the instructions on the virtual meeting platform. [Voting]

I now declare the polls closed and direct the inspector of elections, Ms. Ludlow, to tabulate the votes.

Mr. Chairman, I have completed tabulating the vote.

Keith, please report the votes for each of the matters voted upon today.

The inspector of elections has informed the company of the following: regarding proposal #1, each of the nominees for director has been elected by the affirmative vote of a majority of the votes cast at the meeting. Regarding proposal #2, the ratification of the appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm as described in the proxy statement has received the affirmative vote of a majority of the votes cast at this meeting. Regarding proposal #3, the advisory vote on the compensation of the company's executive officers as described in the proxy statement has received the affirmative vote of a majority of the votes cast at this meeting.

Thank you. I therefore can declare the following: Mr. Alfano, Mr. Casey, Mr. Deese, Ms. Holden, Mr. Kowaloff, Mr. Kraemer, Mr. Lucier, Mr. Lunger, Ms. Varon and Ms. Vergis and I have been elected as director of the company to hold office until the 2021 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified; two, the appointment of PricewaterhouseCoopers outside auditors as described in the proxy statement has been ratified; three, the compensation of the company's executive officers as described in the proxy statement is approved by a nonbinding advisory vote. Keith will file the report on the voting related to all the proposals in the records of this meeting. We will now pause to review any questions submitted regarding the company.

No company-related questions have been submitted.

Thank you, John. That concludes the official business, and I therefore declare this annual meeting adjourned. Thank you for attending Dentsply Sirona's 2020 Annual Meeting of Stockholders. Good day.