Item 2.02 Results of Operations and Financial Condition.

The following information is furnished pursuant to Item 2.02, "Results of Operations and Financial Condition."



On April 19, 2022, DENTSPLY SIRONA Inc. (the "Company") issued a press release
announcing select preliminary financial results, including net sales, U.S.
generally accepted accounting principles ("GAAP") diluted earnings per share and
adjusted earnings per share for the first quarter ending March 31, 2022. A copy
of the Company's press release is attached hereto as Exhibit 99.1 and is hereby
incorporated by reference.

The Company has provided certain measures in the press release that are not
calculated in accordance with GAAP and therefore represent Non-GAAP measures.
These Non-GAAP measures may differ from those used by other companies and should
not be considered in isolation from, or as a substitute for, measures of
financial performance prepared in accordance with GAAP. These Non-GAAP measures
are used by the Company to measure its performance and may differ from those
used by other companies.

Management believes that these Non-GAAP measures are helpful as they provide
another measure of the results of operations, and are frequently used by
investors and analysts to evaluate the Company's performance exclusive of
certain items that impact the comparability of results from period to period,
and which may not be indicative of past or future performance of the Company.

The Company is not able to reconcile projected adjusted earnings per share
(non-GAAP) to first quarter 2022 projected earnings per share (GAAP) without
unreasonable efforts because it is not possible to predict with a reasonable
degree of certainty the actual impact of the tax rate and related matters for
the quarter ended March 31, 2022. The unavailable information could have a
significant impact on the Company's first quarter 2022 reported financial
results.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On April 19, 2022, the Company announced that Donald M. Casey Jr. has been
terminated as the Company's Chief Executive Officer and has ceased to serve as a
member of the Board of Directors of the Company, effective as of April 19, 2022.
Mr. Casey has served as the Company's Chief Executive Officer since joining the
Company in February 2018. The Company has initiated a search process to identify
its next Chief Executive Officer.

Effective immediately, John P. Groetelaars, who serves as a member of the Board
of Directors of the Company, has been named Interim Chief Executive Officer and
principal executive officer.

Mr. Groetelaars, age 56, served as President, CEO and a Board member at Hillrom
from May 2018 until the company's acquisition by Baxter International, Inc. in
December 2021. At Hillrom, Mr. Groetelaars led a transformation of the business,
successfully articulating and launching a new connected-care strategy and
vision, growing the portfolio through seven acquisitions and one divestiture,
and driving record financial performance. Prior to Hillrom, Mr. Groetelaars
served as Executive Vice President and President of the Interventional Segment
at Becton, Dickinson and Company following its acquisition of C.R. Bard Inc. He
previously served in a variety of progressive roles at C.R. Bard during his
10-year career there, including as a group president from 2015 to 2017. Prior to
joining C.R. Bard, Mr. Groetelaars held various international leadership
positions in Canada, Denmark and the United Kingdom at Boston Scientific
Corporation from 2001 until 2008. Prior to joining Boston Scientific, Mr.
Groetelaars held positions in general management, marketing, business
development and sales with Guidant Corporation and with Eli Lilly. Mr.
Groetelaars earned a Bachelor of Science in Mechanical Engineering from
Kettering University and an MBA from Columbia Business School.

Additionally, effective on the earlier of (i) the effective date of termination
of employment of the individual who was serving as the Company's Chief Financial
Officer and (ii) the close of business on May 6, 2022, Barbara W. Bodem will
become the Company's Interim Chief Financial Officer and principal financial
officer.

Ms. Bodem, age 54, most recently served as Senior Vice President and Chief
Financial Officer for Hillrom, where she was responsible for both Financial and
Information Technology and oversaw portfolio transformation and performance
acceleration. She also served as Interim CIO during the pandemic. Prior to her
positions at Hillrom, Ms. Bodem served as Senior Vice President of Finance for
Mallinckrodt Pharmaceuticals, Vice President of Finance, Global Commercial
Operations for Hospira, and at several positions of increasing responsibility at
Eli Lilly and Company, culminating in Chief Financial Officer, Lilly

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Oncology. Ms. Bodem also has extensive Board experience, and currently serves as
Audit Committee Chair for Turning Point Therapeutics, as a Director on Syneos'
Board, and as a Director on Enovis Corporation's Board. She has also previously
served as a board member for Invacare Corporation. Ms. Bodem earned and a
Bachelor of Science in Finance with honors and minors in Economics and East
Asian Studies, as well as an MBA from Indiana University.

The Company has entered into interim employment agreements with each of Mr. Groetelaars and Ms. Bodem on April 16, 2022 (the "Agreements").

Mr. Groetelaars' Agreement provides that Mr. Groetelaars will serve as the
Company's Interim Chief Executive Officer commencing on April 19, 2022 and will
report to the Company's Board of Directors. Mr. Groetelaars will cease to be the
Company's Interim Chief Executive Officer on the first day a permanent or
successor Chief Executive Officer approved by the Company's Board of Directors
commences employment with the Company and, unless otherwise determined by the
Company's Board of Directors, Mr. Groetelaars will cease to be employed by the
Company on such date. Mr. Groetelaars' employment with the Company is "at-will,"
such that his employment may be terminated by the Company or by Mr. Groetelaars
at any time and for any reason. Pursuant to Mr. Groetelaars' Agreement, Mr.
Groetelaars will be granted an award of restricted share units ("RSUs") under
the Company's 2016 Omnibus Incentive Plan, as amended and restated (the "Plan")
having a grant date fair value of $7 million (the "Interim CEO Initial RSU
Grant"). The number of shares subject to the Interim CEO Initial RSU Grant will
be calculated by dividing (x) $7 million by (y) the closing price of a Company
share as listed on The Nasdaq Global Select Market on the grant date. The
Interim CEO Initial RSU Grant will vest monthly in six substantially equal
installments, with the first vesting date occurring on the one month anniversary
of Mr. Groetelaars' employment commencement date, such that 100% of the shares
subject to the Interim CEO Initial RSU Grant will be vested on the sixth month
anniversary of Mr. Groetelaars' employment commencement date (the "Interim CEO
Final Vesting Date"), subject to Mr. Groetelaars' continued employment with the
Company on each applicable vesting date as Interim Chief Executive Officer.
However, upon (i) the consummation of a Change in Control (as defined in Mr.
Groetelaars' Agreement) of the Company, (ii) Mr. Groetelaars ceasing to serve as
the Company's Interim Chief Executive Officer, or (iii) Mr. Groetelaars'
termination of employment with the Company, in each case, before the Interim CEO
Final Vesting Date for any reason other than (x) a termination by the Company or
its affiliates for "Cause" (as defined in Mr. Groetelaars' Agreement) or (y) a
voluntary resignation by Mr. Groetelaars (excluding a termination of Mr.
Groetelaars' employment with the Company due to Mr. Groetelaars' death or
disability), 100% of any then-unvested portion of the Interim CEO Initial RSU
Grant will become vested, subject to Mr. Groetelaars' timely execution and
non-revocation of a release of claims. Generally, the termination of Mr.
Groetelaars' employment or cessation of his service as Interim Chief Executive
Officer, in each case, in connection with the appointment of a permanent Chief
Executive Officer of the Company will result in the accelerated vesting of 100%
of the then-unvested portion of the Interim CEO Initial RSU Grant.

If, following the Interim CEO Final Vesting Date, Mr. Groetelaars continues to
be employed by the Company as its Interim Chief Executive Officer under the
Agreement, then as consideration for Mr. Groetelaars' continued employment as
the Company's Interim Chief Executive Officer through any monthly anniversary of
the Interim CEO Final Vesting Date, the Company will grant to Mr. Groetelaars an
award of fully vested shares under the Plan on the first day of the calendar
month following the applicable monthly anniversary of the Interim CEO Final
Vesting Date (each, an "Interim CEO Subsequent Equity Grant"). Each Interim CEO
Subsequent Equity Grant will have a grant date fair value of $1,166,667, with
the number of shares calculated by dividing (x) $1,166,667 by (y) the closing
price of a Company share as listed on The Nasdaq Global Select Market on the
grant date (or the immediately preceding trading date, if the grant date is not
a trading date). However, Mr. Groetelaars' entitlement to any Interim CEO
Subsequent Equity Grants will end, and Mr. Groetelaars will have no further
entitlement to any Company equity grants under the Agreement, following the
earliest of (i) the appointment of a permanent Chief Executive Officer of the
Company prior to an applicable monthly anniversary of the Interim CEO Final
Vesting Date; (ii) Mr. Groeteleaars' termination of employment with the Company
for any reason prior to an applicable monthly anniversary of the Interim CEO
Final Vesting Date and (iii) the first day of the seventh full calendar month
following the Interim CEO Final Vesting Date.

To the extent Mr. Groetelaars' employment as the Company's Interim Chief
Executive Officer causes him to forfeit certain group health plan insurance
coverage for him and his eligible dependents that he would otherwise have been
entitled to receive in connection with his separation from a prior employer, the
Company and Mr. Groetelaars will make arrangements in good faith to compensate
him for such forfeiture or provide him with substantially similar group health
plan insurance coverage. The Company will also reimburse Mr. Groetelaars for
reasonable travel and business expenses incurred in the performance of his
duties, including travel to any of the Company's offices other than Mr.
Groetelaars' principal office, provided that, for all business air travel, Mr.
Groetelaars will be entitled to travel by first class or business class
commercial flights or private air travel. Mr. Groetelaars will not be eligible
. . .

Item 7.01 Regulation FD Disclosure.



On April 19, 2022, the Company issued a press release announcing that Mr. Casey
has been terminated as the Company's Chief Executive Officer and has ceased to
serve as a member of the Board of Directors of the Company, effective as of
April 19, 2022; provided that Mr. Casey will remain employed by the Company
through May 6, 2022. A copy of the press release is attached hereto as Exhibit
99.1 and incorporated herein by reference.

The information furnished in Items 7.01 and 9.01 to this Form 8-K, 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 into any other filing under the Securities Act of 1933 or the
Exchange Act, except as expressly set forth by specific reference in such a
filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:



Exhibit No.                Description
  10.1                     Interim Chief Executive Officer Employment

Agreement by and between DENTSPLY

SIRONA Inc. and John P. Groetelaars, dated April

16, 2022


  10.2                     Interim Chief Financial Officer Employment

Agreement by and between DENTSPLY

SIRONA Inc. and Barbara W. Bodem, dated April 16, 2022
  99.1                     DENTSPLY SIRONA Inc. press release, dated April 19, 2022
104                        Cover Page Interactive Date File (embedded

within the Inline XBRL Document)

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