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
Date of
Report May 11, 2010
(Date of
earliest event reported)
Commission
File Number 0-16211
DENTSPLY
International Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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39-1434669
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| (State of Incorporation) |
(IRS Employer
Identification No.)
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| 221 West Philadelphia Street, | ||
| York, Pennsylvania | 17405-0872 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant's
telephone number, including area code:
(717)
845-7511
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
_____
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
_____
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
_____
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
_____
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
5.02(e) – Compensation Arrangements of Certain Officers
The
following information is furnished pursuant to Item 5.02(e), “Compensation
Arrangements of Certain Officers.”
The
DENTSPLY International Inc. 2010 Equity Incentive Plan was approved on May 11,
2010 at the 2010 Annual Meeting of Shareholders. The Company
maintains the Plan under which it may grant non-qualified stock options,
incentive stock options, restricted stock, restricted stock units (“RSU”) and
stock appreciation rights, collectively referred to as “Awards” to employees,
including executive officers. The Plan allows the Company to
authorize grants of 13.0 million shares of common stock, plus any unexercised
portion of cancelled or terminated stock options granted under the DENTSPLY
International Inc. 2002 Plan, subject to adjustment as follows: each
January, if 7% of the total outstanding common shares of the Company exceed 13.0
million, the excess becomes available for grant under the Plan.
Options
with respect to no more than one million (1,000,000) shares of Common Stock may
be granted as ISOs under the Plan, (ii) no more than two million five hundred
thousand (2,500,000) shares may be awarded as Restricted Stock or Restricted
Stock Units under the Plan, and (iii) in any calendar year no Key Employee shall
be granted Options or Stock Appreciation Rights with respect to more than five
hundred thousand (500,000) shares of Common Stock, or Restricted Stock and
Restricted Stock Units in excess of 150,000 shares of Common Stock. Any shares
of Common Stock reserved for issuance upon exercise of Options or Stock
Appreciation Rights which expire, terminate or are cancelled, and any shares of
Common Stock subject to any grant of Restricted Stock or Restricted Stock Units
which are forfeited, may again be subject to new Awards under the
Plan.
Unless
earlier terminated in accordance with the Plan, the Plan shall automatically
terminate on March 24, 2020. A termination of the Plan shall not
affect Awards previously granted under the Plan.
Item 5.07
– Submission of Matters to a Vote of Security Holders
The
following information is furnished pursuant to Item 5.07, “Submission of Matters
to a Vote of Security Holders.”
On May
11, 2010, the Company held its 2010 Annual Meeting of
Shareholders. The following matters were voted upon at the Annual
Meeting, with the results indicated:
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1.
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Election
of Class III Directors:
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2.
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Proposal
to ratify the appointment of PricewaterhouseCoopers LLP, 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,
2010:
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3.
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Proposal
to approve the DENTSPLY International Inc. 2010 Equity Incentive
Plan:
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Item
9.01. Financial Statements and Exhibits
(a)
Financial Statements - Not applicable.
(b)
Exhibits - Not applicable.
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.
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DENTSPLY
International Inc.
(Company)
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/s/
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Brian M. Addison | |
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Brian
M. Addison
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Vice
President, Secretary
and
General Counsel
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Date: May
17, 2010