SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
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[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12
DENTSPLY INTERNATIONAL INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement)
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previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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[DENTSPLY LOGO] DENTSPLY INTERNATIONAL
World Headquarters
Susquehanna Commerce Center
221 W. Philadelphia Street
York, PA 17405-0872
(717) 845-7511
Fax (717) 854-2343
April 8, 2004
Dear DENTSPLY Stockholder:
You are cordially invited to attend the 2004 Annual Meeting of Stockholders
to be held on Monday, May 10, 2004, at 9:30 a.m., at the Company's Employee
Meeting Room at 570 West College Avenue, in York, Pennsylvania.
The Annual Meeting will include voting on the matters described in the
accompanying Notice of Annual Meeting and Proxy Statement, a report on Company
operations and discussion.
Whether or not you plan to attend, you can ensure that your shares are
represented at the Annual Meeting by voting your proxy. You have two ways to
vote your proxy. You may vote by mail by promptly completing, signing, dating
and returning the enclosed proxy card in the envelope provided, or you may vote
by internet by following the instructions on the proxy card or going to the
internet at www.proxyvote.com and following the instructions on that site. Your
vote is important. Please take a moment to vote through one of the above
methods.
Sincerely,
/s/ John C. Miles II
John C. Miles II
Chairman of the Board
DENTSPLY INTERNATIONAL INC.
SUSQUEHANNA COMMERCE CENTER
221 WEST PHILADELPHIA STREET
YORK, PENNSYLVANIA 17405-0872
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MONDAY, MAY 10, 2004
---------------------
The Annual Meeting of Stockholders (the "Annual Meeting") of DENTSPLY
International Inc., a Delaware corporation (the "Company"), will be held on
Monday, May 10, 2004, at 9:30 a.m., local time, at the Company's Employee
Meeting Room, 570 West College Avenue, York, Pennsylvania, for the following
purposes:
1. To elect four Class III directors to serve for a term of three
years and until their respective successors are duly elected and qualified;
2. To ratify the appointment of PricewaterhouseCoopers LLP,
independent accountants, to audit the books and accounts of the Company for
the year ending December 31, 2004; and
3. To transact such other business as may properly come before the
Annual Meeting and any and all adjournments and postponements thereof.
The Board of Directors has fixed the close of business on March 25, 2004 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 of Directors of the Company.
Reference is made to the accompanying Proxy Statement for further information
with respect to the business to be transacted at the Annual Meeting.
A complete list of the stockholders entitled to vote at the Annual Meeting
will be available during ordinary business hours for examination by any
stockholder, for any purpose germane to the Annual Meeting, for a period of at
least ten days prior to the Annual Meeting, at the office of the Company's
Secretary, Susquehanna Commerce Center, 221 West Philadelphia Street, York,
Pennsylvania.
THE BOARD OF DIRECTORS URGES YOU TO VOTE YOUR PROXY EITHER BY MAIL 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,
BRIAN M. ADDISON
Vice President, Secretary and
General Counsel
York, Pennsylvania
April 8, 2004
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 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 YOUR COOPERATION IN
VOTING YOUR PROXY PROMPTLY.
DENTSPLY INTERNATIONAL INC.
SUSQUEHANNA COMMERCE CENTER
221 WEST PHILADELPHIA STREET
YORK, PENNSYLVANIA 17405-0872
---------------------
PROXY STATEMENT
---------------------
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of DENTSPLY International Inc., a Delaware
corporation ("DENTSPLY" or the "Company"), for use at the Company's 2004 Annual
Meeting of Stockholders (together with any and all adjournments and
postponements thereof, the "Annual Meeting") to be held on Monday, May 10, 2004,
at 9:30 a.m., local time, at the Company's Employee Meeting Room, 570 West
College Avenue, York, Pennsylvania, for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders. This Proxy Statement,
together with the foregoing Notice and the enclosed proxy card, are first being
sent to stockholders on or about April 8, 2004.
The Board of Directors has fixed the close of business on March 25, 2004 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Annual Meeting. On the record date, there were 80,166,070 shares
of Common Stock of the Company, par value $.01 per share ("Common Stock"),
outstanding and entitled to vote. Each share of Common Stock is entitled to one
vote per share on each matter properly brought before the Annual Meeting. Shares
can be voted at the Annual Meeting only if the stockholder is present in person
or is represented by proxy. The presence, in person or by proxy, at the Annual
Meeting of shares of Common Stock representing at least a majority of the total
number of shares of Common Stock outstanding on the record date will constitute
a quorum for purposes of the Annual Meeting.
Whether or not you are able to attend the Annual Meeting, you are urged to
vote your proxy, either by mail or the internet, which is solicited by the
Company's Board of Directors 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 of Directors.
Any proxy may be revoked at any time prior to its exercise by attending the
Annual Meeting and voting in person, by notifying the Secretary of the Company
of such revocation in writing or by delivering a duly executed proxy bearing a
later date, provided that such notice or proxy is actually received by the
Company prior to the taking of any vote at the Annual Meeting.
The cost of solicitation of proxies for use at the Annual Meeting will be
borne by the Company. Solicitations will be made primarily by mail, facsimile or
through the internet, and employees or agents of the Company may solicit proxies
personally or by telephone.
Brokers, banks and other nominee holders will be requested to obtain voting
instructions of beneficial owners of stock registered in their names. The
Company will reimburse these record holders for their reasonable out-of-pocket
expenses incurred in doing so. Shares represented by a duly completed proxy
submitted by a nominee holder on behalf of beneficial owners will be counted for
quorum purposes, and will be voted to the extent instructed by the nominee
holder on the proxy card or through the internet. The rules applicable to a
nominee holder may preclude it from voting the shares that it holds on certain
kinds of proposals unless it receives voting instructions from the beneficial
owners of the shares (sometimes referred to as "broker non-votes").
ELECTION OF DIRECTORS
The Restated Certificate of Incorporation and the 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 resolution of the Board of Directors. The
Board is currently comprised of ten persons.
Pursuant to the Company's Restated Certificate of Incorporation, the
members of the Board of Directors are divided into three classes. Each class is
to consist, as nearly as may be possible, of one-third of the whole number of
members of the Board. The term of the Class III directors expires at the Annual
Meeting. The terms of the Class I and Class II directors will expire at the 2005
and 2006 Annual Meetings of Stockholders, respectively. At each Annual Meeting,
the directors elected to succeed those whose terms expire are of the same class
as the directors they succeed and are elected for a term to expire at the third
Annual Meeting of Stockholders after their election and until their successors
are duly elected and qualified. A director elected to fill a vacancy is elected
to the same class as the director he/she succeeds, and a director elected to
fill a newly created directorship holds office until the next election of the
class to which such director is elected.
The four incumbent Class III directors are nominees for election this year
for a three-year term expiring at the 2007 Annual Meeting of Stockholders. In
the election, the four persons who receive the highest number of votes actually
cast will be elected. The proxy named in the proxy card and on the internet
voting site intends to vote for the election of the four Class III 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 for the other listed nominees. If
any nominee becomes unable to serve, the proxy may vote for another person
designated by the Board of Directors or the Board may reduce the number of
directors. The Company has no reason to believe that any nominee will be unable
to serve.
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. See "Stockholder
Proposals for Proxy Statement and Nominations" in this Proxy Statement.
Set forth below is certain information with regard to each of the nominees
for election as Class III directors and each continuing Class I and Class II
director.
NOMINEES FOR ELECTION AS CLASS III DIRECTORS
NAME AND AGE PRINCIPAL OCCUPATION AND DIRECTORSHIPS
------------ --------------------------------------
Paula H. Cholmondeley..................... Ms. Cholmondeley is a private consultant on Strategic
Age 56 Planning. She served as the Vice President and General
Manager of Specialty Products for Sappi Fine Paper, a
subsidiary of Sappi Limited from April 2000 until
January 2004, and prior to that from January 1998 until
April 2000, she was a private consultant on Strategic
Planning and Mergers and Acquisitions. From 1992 until
January 1998, Ms. Cholmondeley held various management
positions with Owens Corning, including General Manager
of Residential Insulation. Ms. Cholmondeley served in
the White House Fellows Organization as a Special
Assistant to the U.S. Trade Representative for several
countries in the Far East from 1982 to 1983. She has
also held a number of significant positions with other
companies including managerial positions with
Westinghouse Elevator Company, and as Chief Financial
Officer and Senior Vice President for Blue Cross of
Greater Philadelphia. She serves on the Board of the
Villanova Capital mutual fund, and the Graduate
Executive Board of the Wharton School. Ms. Cholmondeley
was appointed to the DENTSPLY Board of Directors in
September 2001.
2
NAME AND AGE PRINCIPAL OCCUPATION AND DIRECTORSHIPS
------------ --------------------------------------
Michael J. Coleman........................ Mr. Coleman is the President of Cape Publications and
Age 60 Publisher of FLORIDA TODAY, Melbourne, Florida. He has
been President of the Gannett Co., Inc., South
Newspaper Group since 1991. From July 1986 to May 1991,
Mr. Coleman was President and Publisher of the Rockford
(Illinois) Register Star. Mr. Coleman is a member of
the National Newspaper Association and the American
Society of Newspaper Editors. He is Chairman of Cool
Media Consultants Co. of Florida and serves as a
director of Ron Jon Surf Shops. Mr. Coleman has served
as a director of the Company since the merger of
DENTSPLY International Inc. ("Old DENTSPLY") and Gendex
Corporation ("Gendex") on June 11, 1993 (the "Merger"),
and prior thereto as a director of Gendex.
John C. Miles II.......................... Mr. Miles has served as Chairman of the Board since May
Age 62 20, 1998. In January 2004, he retired from his position
as Chief Executive Officer, a position which he held
since January 1, 1996. Mr. Miles served as Vice
Chairman of the Board since January 1, 1997. Prior to
January 1, 1996, he had been President and Chief
Operating Officer since the Merger, and served as
President and Chief Operating Officer of Old DENTSPLY
commencing January 1990. Mr. Miles has been a director
of the Company since the Merger and was a director of
Old DENTSPLY commencing January 1990. Mr. Miles is
currently serving as a director of Respironics, Inc.,
the American Dental Trade Association, and Inamed
Corporation.
W. Keith Smith............................ Mr. Smith has been retired since December 31, 1998. He
Age 69 served as Vice Chairman of Mellon Financial Corporation
and Mellon Bank N.A. from July 1987 until December 31,
1998. He also previously served as Chairman and Chief
Executive Officer of The Boston Company and Boston Safe
Deposit & Trust Company. In addition, from August 1994
until January 1995, he served as Chief Operating
Officer of The Dreyfus Corporation, and subsequent to
January 1995 he served as Chairman of the Board of The
Dreyfus Corporation as well as Chairman of Buck
Consultants, Inc. He currently serves as a director of
Invesmart Inc., PPL Corporation, Baytree Bancorp, Inc.
and Baytree National Bank and Trust Company. Mr. Smith
has served as a director of the Company since the
Merger and prior thereto served as a director of Old
DENTSPLY.
3
DIRECTORS CONTINUING AS CLASS I DIRECTORS
NAME AND AGE PRINCIPAL OCCUPATION AND DIRECTORSHIPS
------------ --------------------------------------
Dr. Michael C. Alfano..................... Dr. Alfano has been the Dean and Professor of
Age 56 Periodontics and Biological Sciences at the College of
Dentistry, New York University since 1998. Beginning in
1982 until 1998 he held a number of positions with
Block Drug Company, including Senior Vice President for
Research & Technology and President of Block
Professional Dental Products Company. He served on the
Board of Directors of Block Drug Company, Inc. from
1988 to 1998. He serves as a member of or consultant to
various public health organizations, including the
Editorial Board of the American Journal of Dentistry
since 1987, and has served on the Board of Overseers
for the School of Dental Medicine at the University of
Pennsylvania from 1992 to 2004. In addition, Dr. Alfano
is a consultant to the Consumer Healthcare Product
Association, and has been appointed as the industry
representative to the Non-Prescription Drugs Advisory
Committee of the FDA. He is a director and serves on
the Executive Committee of the Friends of the National
Institute for Dental and Craniofacial Research, and he
is a founding director of the not-for-profit Santa Fe
Group. Dr. Alfano was appointed to the DENTSPLY Board
of Directors in February, 2001.
William F. Hecht.......................... Mr. Hecht is Chairman, President and Chief Executive
Age 61 Officer of PPL Corporation, a diversified utility and
energy services company. He was elected President and
Chief Operating Officer in 1991 and has served in his
present position since 1993. In addition to PPL
Corporation, he serves on the Boards of PPL Electric
Utilities Corporation and PPL Energy Supply, LLC,
subsidiaries of PPL Corporation, and is a director of
the Federal Reserve Bank of Philadelphia and
RenaissanceRe Holdings Ltd. He also serves on the Board
of a number of civic and charitable organizations. Mr.
Hecht was appointed to the DENTSPLY Board of Directors
in March 2001.
DIRECTORS CONTINUING AS CLASS II DIRECTORS
NAME AND AGE PRINCIPAL OCCUPATION AND DIRECTORSHIPS
------------ --------------------------------------
Leslie A. Jones........................... Mr. Jones served as Chairman of the Board of the
Age 64 Company from May 1996 to May 1998. From January 1991 to
January 1992, he was a Senior Vice President and
Special Assistant to the President of Old DENTSPLY.
Prior to that time, Mr. Jones served as Old DENTSPLY's
Senior Vice President of North American Operations. Mr.
Jones has served as a director of the Company since the
Merger and prior thereto served as a director of Old
DENTSPLY.
4
NAME AND AGE PRINCIPAL OCCUPATION AND DIRECTORSHIPS
------------ --------------------------------------
Gary K. Kunkle, Jr........................ Mr. Kunkle was appointed as Vice Chairman of the Board
Age 57 and Chief Executive Officer of DENTSPLY in January
2004. Prior to that, he had been the President and
Chief Operating Officer of the Company since January
1997. From January 1992 to January 1997, he served as
President of Johnson & Johnson's Vistakon division. Mr.
Kunkle chaired the Marketing Data Committee for the
American Dental Trade Association until December 2003
and joined the Board of Directors of The Perrigo
Company in October 2002. He was appointed to the
DENTSPLY Board of Directors in March 2002.
Betty Jane Scheihing...................... Ms. Scheihing is a Senior Vice President of Arrow
Age 55 Electronics, Inc. Ms. Scheihing was appointed to the
Office of the President at Arrow Electronics in 1997.
She was named Senior Vice President, Worldwide
Operations in 1996. Prior to that, she worked since
1967 at Arrow Electronics in a number of operational
and management positions. She serves on the Boards of
The ServiceMaster Company, the Billy Graham
Evangelistic Association and her alma mater, the
Philadelphia Biblical University. Ms. Scheihing was
appointed to the DENTSPLY Board of Directors in August
2001.
Edgar H. Schollmaier...................... Mr. Schollmaier held the position of President of Alcon
Age 70 Laboratories, Inc. of Fort Worth, Texas, a wholly-owned
Subsidiary of Nestle S.A., from 1972 to 1997. He was
Alcon's Chief Executive for the last twenty years of
that term. He also serves as a director of Incara
Pharmaceuticals Corporation, and is a trustee of Texas
Christian University. Mr. Schollmaier has served as a
director of the Company since June 1996.
VOTES REQUIRED
The Class III directors will be elected by a plurality of the votes of
shares present and entitled to vote. Accordingly, the four nominees for election
as directors who receive the highest number of votes actually cast will be
elected. Broker non-votes will be treated as shares that neither are capable of
being voted nor have been voted and, accordingly, will have no effect on the
outcome of the election of directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE NOMINEES FOR
ELECTION AS CLASS III DIRECTORS.
BOARD OF DIRECTORS AND COMMITTEES
The Company's Board of Directors held seven meetings during 2003, two of
which were telephone meetings. The Board of Directors has determined that the
following directors are "independent" under the listing standards of The Nasdaq
Stock Market, Inc. (the "Listing Standards"): Michael C. Alfano, Paula H.
Cholmondeley, Michael J. Coleman, William F. Hecht, Leslie A. Jones, Betty Jane
Scheihing, Edgar H. Schollmaier, and W. Keith Smith. The Board has an Executive
Committee, an Audit and Information Technology Committee ("Audit Committee"), a
Board Governance Committee and a Human Resources Committee. 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
period in which the director served on the Board and such committee during the
year ended December 31, 2003. The current composition and activities of the
Committees are described below.
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 members of
the Executive Committee are Messrs. Miles (Chairman), Jones,
5
and Smith. Mr. Borgelt served on the committee until his retirement in May 2003
when Mr. Smith was appointed to the Committee. The Executive Committee held no
meetings during 2003.
AUDIT COMMITTEE
The Audit Committee is responsible for selecting and retaining the
independent accountants, setting the independent accountants' compensation,
pre-approving all auditing and permitted non-audit services by the independent
accountants, reviewing with the independent accountants the scope and results of
the audit, reviewing the adequacy and effectiveness of the Company's system of
internal control and performing the other duties set forth in the Audit
Committee Charter (a copy of the Audit Committee Charter is attached to this
Proxy Statement as Appendix A).
The members of the Audit Committee are Messrs. Schollmaier (Chairman),
Hecht, and Jones and Ms. Cholmondeley, all of whom are independent as defined in
the Listing Standards. The Board has determined that Mr. Schollmaier is an Audit
Committee Financial Expert under the rules and regulations of the Securities and
Exchange Commission. The Audit Committee held ten meetings during 2003, four of
which were telephone meetings.
GOVERNANCE COMMITTEE
The Board 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 and performing the other duties set forth in the Board
Governance Committee Charter (a copy of the Governance Committee Charter is
attached to this Proxy Statement as Appendix B). The members of the Governance
Committee are Messrs. Jones (Chairman) and Smith and Dr. Alfano, all of whom are
independent as defined in the Listing Standards.
It is the policy of the Governance Committee to consider any Board of
Director candidates which are recommended and submitted by security holders in
accordance with the Company's by-laws (see Stockholder Proposals for Proxy
Statement and Nominations in this Proxy Statement). The Governance Committee's
policy is to evaluate any such proposed candidates under the criteria utilized
by the Governance Committee to evaluate all potential nominees, including, at a
minimum, the following attributes:
- the proven ability and experience to bring informed, thoughtful and
well-considered opinions to corporate management and the Board;
- the competence, maturity and integrity to monitor and evaluate the
Company's management, performance and policies;
- the willingness and ability to devote the necessary time and effort
required for service on the Board;
- the capacity to provide additional strength, diversity of view and new
perceptions to the Board and its activities;
- the necessary measure of self-confidence and articulateness to ensure
ease of participation in Board discussion; and
- who hold or have 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.
When the Governance Committee engages in a process to identify Director
candidates, other than Directors standing for re-election, the Governance
Committee will poll 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 Governance Committee held one meeting
during 2003.
6
HUMAN RESOURCES COMMITTEE
The Human Resources Committee is responsible for evaluating and
administering compensation levels for all officers of the Company, reviewing and
evaluating employee compensation generally, and employee benefit plans and other
activities as set forth in the Human Resources Committee Charter (a copy of the
Human Resources Committee Charter is attached to this Proxy Statement as
Appendix C). Its current members are Messrs. Coleman (Chairman), Alfano, and
Smith, and Ms. Scheihing, all of whom are independent as defined in the Listing
Standards. Mr. Borgelt served on the committee until his retirement in May 2003.
The Human Resources Committee met five times during 2003, two of which were
telephone meetings.
ATTENDANCE AT ANNUAL MEETINGS
The Company has no policy regarding the attendance of Board members at the
Company's Annual Shareholders Meeting. In 2003, all Board members attended the
Annual Meeting of Shareholders, except Ms. Cholmondeley and Ms. Scheihing.
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Audit Committee appointed PricewaterhouseCoopers LLP ("PwC"),
independent accountants, as accountants to audit the financial statements of the
Company for the year ending December 31, 2004.
In connection with the audit of the Company's financial statements, it is
expected that PwC will also audit the books and accounts 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.
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 abstention will have the effect of a vote against the proposal
even though the shares represented thereby will not be counted as having been
voted for or against the proposal. 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.
THE AUDIT COMMITTEE AND THE BOARD OF DIRECTORS RECOMMEND A VOTE FOR RATIFICATION
OF THE SELECTION
OF PWC AS INDEPENDENT ACCOUNTANTS FOR THE COMPANY.
7
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
The following table sets forth the compensation earned by the Company's
chief executive officer and the four other highest-paid executive officers of
the Company whose salary and bonus for the year ended December 31, 2003 were in
excess of $100,000 (collectively, the "named executive officers") for each of
the last three fiscal years.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------------------------- ----------------------------------------------
AWARDS PAYOUTS
--------------------- ----------------------
OTHER RESTRICTED
ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARD(S) SARS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
------------------ ---- ------- ------- ------------ ---------- -------- ------- ------------
John C. Miles II.......... 2003 740,000 606,200 -- -- -- -- 192,694 (2)
Chairman of the Board 2002 700,000 678,700 -- -- 211,550 -- 159,728 (2)
and Chief Executive 2001 650,000 639,600 -- -- 225,000 -- 137,474 (2)
Officer (1)
Gerald K. Kunkle, Jr. .... 2003 512,000 340,800 -- -- 198,300 -- 92,971 (2)
President and Chief 2002 460,000 362,400 -- -- 106,400 -- 75,451 (2)
Operating Officer (3) 2001 427,800 336,700 -- -- 123,600 -- 52,634 (2)
Thomas L. Whiting......... 2003 370,000 213,900 -- -- 97,400 -- 63,168 (2)
Executive Vice President 2002 325,000 235,200 -- -- 65,500 -- 48,771 (2)
(4) 2001 290,500 220,100 -- -- 39,150 -- 37,119 (2)
Rudolph Lehner............ 2003 384,733 276,331 -- -- 29,800 -- 70,629 (6)
Senior Vice President 2002 310,283 230,868 -- -- 34,500 -- 41,766 (6)
(5) 2001 58,045 96,741 -- -- 39,150 -- 1,453 (6)
Bret W. Wise.............. 2003 325,000 183,000 -- -- 29,800 -- 52,074 (2)
Senior Vice President 2002 25,025 250,000 -- -- 54,500 -- 2,942 (2)
and Chief Financial 2001 -- -- -- -- -- -- --
Officer (7)
(1) Mr. Miles retired as Chief Executive Officer effective January 1, 2004. He
remains Chairman of the Board.
(2) Consists of amounts contributed to The DENTSPLY International Inc. Employee
Stock Ownership Plan (the "Company ESOP") and allocations to the Company's
Supplemental Executive Retirement Plan ("SERP"). Under the Internal Revenue
Code (the "Code"), the maximum amount that can be contributed annually to
the Company ESOP in respect of any employee is generally an amount equal to
the lesser of $30,000 or 25% of such employee's covered compensation.
Employee interests in the Company ESOP and SERP are subject to vesting in
accordance with the respective plans.
(3) Mr. Kunkle has been appointed Vice Chairman of the Board and Chief Executive
Officer effective January 1, 2004.
(4) Mr. Whiting has been appointed President and Chief Operating Officer
effective January 1, 2004.
(5) Mr. Lehner has been an employee of the Company since October 1, 2001. His
compensation is paid in Euros. The exchange rates used to determine the U.S.
dollar equivalents for 2003, 2002 and 2001 were 1.2532, 1.0494 and 0.8834,
respectively.
(6) 2003 and 2002 includes allocations to the Company's SERP. 2003, 2002 and
2001 include compensation for the tax effect of a company car which is
treated as a benefit in kind.
(7) Mr. Wise has been an employee of the Company since December 1, 2002.
8
The following table sets forth certain information with respect to grants
of options during the year ended December 31, 2003 and their potential
realizable values.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
-------------------------------------------------------------------
% OF TOTAL
OPTIONS
GRANTED TO EXERCISE GRANT DATE
OPTIONS EMPLOYEES IN PRICE EXPIRATION PRESENT
NAME GRANTED (#) FISCAL YEAR ($/SHARE) DATE VALUE ($)
---- ----------- ------------ --------- ---------- -------------
John C. Miles II.................. -- -- -- -- -- (1)
Gerald K. Kunkle, Jr. ............ 198,300 13.83 44.280 12/15/2013 2,983,047 (2)
Thomas L. Whiting................. 97,400 6.79 44.280 12/15/2013 1,465,198 (2)
Rudolf Lehner..................... 29,800 2.08 44.280 12/15/2013 448,284 (2)
Bret W. Wise...................... 29,800 2.08 44.280 12/15/2013 448,284 (2)
(1) Mr. Miles retired as Chief Executive Officer effective January 1, 2004. He
remains Chairman of the Board.
(2) Determined using the Black-Scholes option-pricing model with the following
assumptions: expected dividend yield 0.47%, risk-free interest rate 3.39%,
expected volatility 31%, and expected life 5.5 years.
The following table sets forth certain information with respect to the
exercise of options during the year ended December 31, 2003 and the value of
options held at that date.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS HELD AT IN-THE-MONEY OPTIONS AT
FISCAL YEAR-END FISCAL YEAR-END ($)(1)
SHARES ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ------------ ----------- ------------- ----------- -------------
John C. Miles II........ 43,700 907,168 1,066,967 216,033 25,479,907 2,259,394
Gerald K. Kunkle,
Jr. .................. -- -- 533,217 310,433 12,245,302 1,334,938
Thomas L. Whiting....... 21,600 474,265 280,584 154,116 6,939,771 627,447
Rudolf Lehner........... -- -- 37,600 65,850 459,700 397,822
Bret W. Wise............ -- -- 18,167 66,133 148,969 324,453
(1) Represents the difference between the last reported sale price of the Common
Stock as reported on the NASDAQ National Market on December 31, 2003
($45.17) and the exercise price of the options, multiplied by the number of
shares of Common Stock issuable upon exercise of the options.
EMPLOYMENT AGREEMENTS
The Company is party to employment agreements with all of the named
executive officers. Each of these employment agreements provides that, upon
termination of such individual's employment with the Company as a result of the
employee's death, the Company is obligated to pay the employee's estate the then
current base compensation of the employee for a period of one year following the
date of the employee's death, together with the employee's pro rata share of any
incentive or bonus payments for the period prior to the employee's death in the
year of such death. Each of the employment agreements also provides that, in the
event that the employee's employment is terminated by the Company (without
"cause," as defined in the employment agreements) or by the employee with "good
reason" (as described in the employment agreements), (i) the Company will be
obligated to pay the employee for a period of two years subsequent to
termination of employment at the rate paid to the employee during the prior 12
month period, and (ii) the employee will be entitled to receive the benefits
that would have been accrued by him during the two year period following
termination of employment under
9
employee benefit plans, programs or other arrangements of the Company or any of
its affiliates in which the employee participated before the termination of his
employment. In the event that such termination of employment is made by the
Company without cause or by the employee with good reason after a "change in
control" (as defined in the employment agreements), the employee may require the
Company to pay to the employee, within five days after the employee's request
for such payment, the present value of the amounts that would have been payable
to him under the employment agreement during the two year period following such
termination of employment.
The Company has also entered into employment agreements with certain other
members of senior management having terms substantially similar to those
described above.
COMPENSATION OF DIRECTORS
Members of the Board of Directors who are not employees of the Company
("Outside Directors") received an annual fee in 2003 of $30,000 ($34,000 for
Outside Directors who are chairpersons of any committee of the Board) and an
additional fee of $1,000 for each Board and committee meeting attended in 2003.
In 2004, these fees remain $30,000 and $34,000, respectively. Mr. Miles will
receive an annual fee of $66,667 in 2004 for service as Chairman of the Board.
Each Outside Director elected since 1993 received a non-discretionary grant of
options at the time of such Outside Director's election to purchase 9,000 shares
of Common Stock. Each Outside Director will automatically receive an additional
grant of 9,000 options on every third anniversary of the date of the initial
grant of options to such Outside Director. Directors are reimbursed for travel
and other expenses relating to attendance at Board and Committee meetings.
Effective January 1, 1997, the Company established a Directors' Deferred
Compensation Plan (the "Deferred Plan"). The Deferred Plan permits Outside
Directors to elect to defer receipt of directors fees or other compensation for
their services as directors. Outside Directors can elect to have their deferred
payments administered as a cash with interest account or a stock unit account.
Distributions to a Director under the Deferred Plan will not be made to any
Outside Director until the Outside Director ceases to be a Board member.
HUMAN RESOURCES COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the current members of the Human Resources Committee has ever been
an officer or employee of DENTSPLY. None of our executive officers served as a
member of the board of directors or compensation committee of any entity that
has one or more executive officers serving on our Board of Directors or Human
Resources Committee.
10
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of March 1, 2004 held by (i) each
person who is known by the Company to have been the beneficial owner of more
than five percent of the Company's Common Stock on such date, (ii) each director
and nominee for director, (iii) the Company's chief executive officer and the
other named executive officers, and (iv) all directors and executive officers of
the Company as a group (based on 80,239,253 shares of Common Stock outstanding
as of such date).
SHARES OWNED
BENEFICIALLY
DIRECTORS, EXECUTIVE OFFICERS ------------------------
AND FIVE PERCENT STOCKHOLDERS NUMBER PERCENT
----------------------------- ------------- -------
FMR Corp.................................................... 9,495,365 (1) 11.8
82 Devonshire Street
Boston, MA 02109
The DENTSPLY International Inc. ............................ 6,990,388 (2) 8.7
Employee Stock Ownership Plan Trust
c/o T. Rowe Price
P. O. Box 17349
Baltimore, MD 21297-1349
John C. Miles II............................................ 557,804 (3) *
Gerald K. Kunkle, Jr. ...................................... 571,454 (4) *
Thomas L. Whiting........................................... 302,568 (5) *
Rudolf Lehner............................................... 37,600 (6) *
Bret W. Wise................................................ 21,078 (7) *
Dr. Michael C. Alfano....................................... 9,000 (8) *
Paula H. Cholmondeley....................................... 8,555 (9) *
Michael J. Coleman.......................................... 30,135 (10) *
William F. Hecht............................................ 9,046 (11) *
Leslie A. Jones............................................. 128,821 (12) *
Betty Jane Scheihing........................................ 9,884 (13) *
Edgar H. Schollmaier........................................ 64,294 (14) *
W. Keith Smith.............................................. 58,506 (15) *
All directors and executive officers as a group (19
persons).................................................. 2,508,573 (16) 3.1
* Less than 1%
(1) Based on information contained in the Amended Schedule 13G filed by FMR
Corp. on February 16, 2004.
(2) Participants in the Company ESOP have the right to direct the trustee of
the Company ESOP as to the voting of shares allocated to such participants'
accounts on all matters submitted to a vote of the stockholders of the
Company, including the election of directors. Unallocated shares and shares
as to which no directions are received by the trustee of the Company ESOP
are voted as directed by the Company ESOP Committee, which consists of
certain employees of the Company. As of March 1, 2004, 6,909,280 of the
shares held by the trust holding the assets of the Company ESOP were
allocated to participant accounts and 81,108 shares remained unallocated.
Each Company ESOP participant who is fully vested is entitled to receive a
distribution of all of the shares of common stock allocated to his or her
account as soon as practicable after such participant's employment with the
Company terminates. In general, except for certain participants who are age
55 or older and have been participants in the Company ESOP for at least 10
years, or who have vested balances that exceed six times their previous
year's salary, participants are not entitled to sell shares allocated to
their accounts until their employment has terminated and the shares
allocated to such participants' accounts are distributed to them.
(3) Includes 56,709 shares allocated to the Company ESOP account of Mr. Miles
and 436,550 shares which could be acquired pursuant to the exercise of
options exercisable within 60 days of March 1, 2004.
11
(4) Includes 5,800 shares allocated to the Company ESOP account of Mr. Kunkle,
7,500 shares held in Mr. Kunkle's individual retirement account, 533,217
shares which could be acquired pursuant to the exercise of options
exercisable within 60 days of March 1, 2004 and 9,937 shares which could be
acquired pursuant to the SERP upon retirement or termination from the
Company.
(5) Includes 46,419 shares allocated to the Company ESOP account of Mr.
Whiting, 221,484 shares which could be acquired pursuant to exercise of
options exercisable within 60 days of March 1, 2004 and 3,278 shares which
could be acquired pursuant to the SERP upon retirement or termination from
the Company.
(6) Consists of 37,600 shares which could be acquired pursuant to exercise of
options exercisable within 60 days of March 1, 2004.
(7) Includes 250 shares held by Mr. Wise's spouse, 573 shares allocated to the
Company ESOP account of Mr. Wise, 18,167 shares which could be acquired
pursuant to the exercise of options exercisable within 60 days of March 1,
2004 and 88 shares which could be acquired pursuant to the SERP upon
retirement or termination from the Company.
(8) Consists of 9,000 shares which could be acquired pursuant to the exercise
of options exercisable within 60 days of March 1, 2004.
(9) Consists of 6,000 shares which could be acquired pursuant to the exercise
of options exercisable within 60 days of March 1, 2004 and 2,555 shares
which could be acquired pursuant to the Deferred Plan when Ms. Cholmondeley
ceases to be a Board member.
(10) Includes 6,300 shares held by Mr. Coleman's spouse, 12,000 shares which
could be acquired pursuant to exercise of options exercisable within 60
days of March 1, 2004 and 8,835 shares which could be acquired pursuant to
the Deferred Plan when Mr. Coleman ceases to be a Board member.
(11) Consists of 6,000 shares which could be acquired pursuant to the exercise
of options exercisable within 60 days of March 1, 2004 and 3,046 shares
which could be acquired pursuant to the Deferred Plan when Mr. Hecht ceases
to be a Board member.
(12) Includes 30,000 shares which could be acquired pursuant to exercise of
stock options exercisable within 60 days of March 1, 2004 and 3,792 shares
which could be acquired pursuant to the Deferred Plan when Mr. Jones ceases
to be a Board member.
(13) Includes 6,000 shares which could be acquired pursuant to the exercise of
options exercisable within 60 days of March 1, 2004 and 2,384 shares which
could be acquired pursuant to the Deferred Plan when Ms. Scheihing ceases
to be a Board member.
(14) Includes 7,500 shares owned by a Foundation of which Mr. Schollmaier is an
officer, 21,000 shares which could be acquired pursuant to the exercise of
options exercisable within 60 days of March 1, 2004 and 10,794 shares which
could be acquired pursuant to the Deferred Plan when Mr. Schollmaier ceases
to be a Board member.
(15) Includes 21,000 shares which could be acquired pursuant to exercise of
stock options exercisable within 60 days of March 1, 2004 and 9,651 shares
which could be acquired pursuant to the Deferred Plan when Mr. Smith ceases
to be a Board member.
(16) Includes 15,550 shares held by or for the benefit of others, 7,500 shares
held in individual retirement accounts, 1,214 shares held in 401(k)
accounts, 186,816 shares allocated to employees' ESOP accounts, 1,955,352
shares which could be acquired pursuant to the exercise of options
exercisable within 60 days of March 1, 2004, 41,057 shares which could be
acquired pursuant to the Deferred Plan when directors cease to be Board
members and 28,269 shares which could be acquired pursuant to the SERP upon
retirement or termination of executive officers from the Company.
The Board of Directors established stock ownership guidelines effective
March 2, 1999, to encourage accumulation and retention of Common Stock by
executives of the Company, including the named executive officers. The
guidelines are stated as a multiple of annual base salary as follows: three
times annual base salary for the chief executive officer; two times annual base
salary for the chief operating officer; one times annual base salary for senior
vice presidents; .75 times base salary for vice presidents and other officers;
and .50 times base salary for general managers. The recommended time period for
reaching the guidelines is five years. Common
12
Stock allocated to officers in their Company ESOP account and individual
retirement plans will be included but stock options will not be counted in
determining ownership levels.
HUMAN RESOURCES COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Human Resources Committee is pleased to present its report on executive
compensation. This report describes the components of the Company's executive
officer compensation programs and the basis on which compensation determinations
are made with respect to the executive officers of the Company.
COMPENSATION PHILOSOPHY
It is the philosophy of the Company that a significant portion of executive
compensation be directly linked to the Company's success in meeting profit,
growth and corporate performance goals, as well as increases in stockholder
value. The Human Resources Committee utilizes the following objectives as
guidelines for compensation decisions:
- Provide a competitive total compensation package that enables the Company
to attract and retain key personnel.
- Provide a broad-based compensation package that recognizes the
contributions of all management personnel.
- Provide variable compensation opportunities, primarily on an annual
basis, that are directly linked to corporate performance goals.
- Provide long-term compensation opportunities, through stock options, that
align executive compensation with value received by stockholders.
Section 162(m) of the Internal Revenue Code ("Code") disallows a Federal
income tax deduction to publicly held companies for compensation paid to the
chief executive officer and the other named executive officers, to the extent
that compensation exceeds $1 million for such officer in any fiscal year. This
limitation does not apply to compensation that is "performance based" in
accordance with certain specific requirements. The Company's 1998 and 2002 stock
option plans have been structured so that options granted under the plans
qualify as "performance based compensation" and are exempt from the limitations
on deduction. Compensation paid to the Company's chief executive officer for
2003 that was not "performance-based compensation" in accordance with Section
162(m) exceeded the $1 million limit. The Committee believes that the chief
executive officer and the other named executive officers are being appropriately
compensated in a manner that relates to performance and is in the long-term
interests of the stockholders. The Committee is not taking action at this time
to limit the Company's discretion to pay "non-performance based compensation" to
the chief executive officer and the other named executive officers.
COMPENSATION PROGRAM COMPONENTS
The Human Resources Committee periodically reviews the Company's
compensation programs to ensure that pay levels and incentive opportunities are
competitive and reflect the performance of the Company. In November 2002, the
Committee retained Towers Perrin to study and report on the Company's executive
compensation practices and to do competitive evaluations of the total
compensation for fifteen of the Company's corporate officer and executive
positions. The Human Resources Committee reviewed the findings of these studies
and made its recommendations regarding compensation to the Board of Directors of
the Company at meetings held in December 2002. The compensation program for
executive officers is comprised of the following components: base salary, annual
incentive compensation and stock options. Each of these components is summarized
below.
Base Salary. In December 2002, the Committee set Mr. Miles' and Mr.
Kunkle's base salaries at $740,000 and $512,000, respectively. The base salaries
of Messrs. Whiting, Lehner, and Wise were set by the Committee at $370,000, Euro
307,000, and $325,000, respectively.
13
Among the factors that the Human Resources Committee considered in setting
base salaries for executive officers were its interpretation of the Towers
Perrin report regarding salary levels of executive officers of other
manufacturing companies of similar size, and evaluation of the performance of
the Company and the executive officers. While the Committee believes that it
will be appropriate to attempt to maintain base salaries in line with perceived
industry averages for comparable companies, the amount of any particular salary
increase will also depend upon the individual's job performance. In addition to
the Towers Perrin report, the chief executive officer's recommendations were
taken into account in setting the base salaries of executive officers other than
the chief executive officer.
Annual Incentive Compensation. Annual bonuses represent payments for the
achievement of short-term objectives and recognize both the overall performance
of the Company and individual performance in a given year. In December 2002, the
Human Resources Committee approved a bonus program for senior executives in
2003.
Under this bonus program, during 2003, certain target award opportunities
were established for the Company's chief executive officer ("CEO"), president
and chief operating officer ("COO"), senior vice presidents and other management
employees. For the CEO, COO and the chief financial officer ("CFO"), the target
consisted of the budgeted level of corporate net income. For the executive and
senior vice presidents other than the CFO, the targets consisted of: (i) the
budgeted level of corporate net income; and (ii) the budgeted operating income
level of the business group applicable to each such executive and senior vice
president. For Mr. Miles and Mr. Kunkle, the bonus award for 100% of targeted
performance was set at 80% and 65%, respectively, of their base salaries. For
Mr. Whiting the bonus award for 100% of targeted performance was set at 60% of
his base salary, while for Messrs. Lehner and Wise, the bonus awards for 100% of
targeted performance were set at 55% of their respective base salaries. Messrs.
Miles, Kunkle, Whiting, Lehner, and Wise exceeded targeted performance and
received bonus awards for 2003 of 81.9%, 66.6%, 57.8%, 71.8%, and 56.3%,
respectively, of their base salaries.
The named executive officers also participate in the Supplemental Executive
Retirement Plan ("SERP"). The SERP is an unfunded "top-hat" plan for the
purposes of providing additional retirement benefits for highly compensated
employees of the Company to make the Company's executive retirement benefits
more competitive and to make up for contributions that would otherwise have been
made for such executives under the terms of the Company's ESOP plan if it were
not for the limitations imposed by the Code.
STOCK OPTIONS
The Company's stock option plans are intended to motivate key employees to
put forth maximum efforts toward the continued growth, profitability and success
of the Company by providing incentives through the ownership and performance of
the Company's Common Stock. The plans are designed to provide benefits to key
management only to the extent that stockholders enjoy increases in value.
In 2003, 506,400 stock options were granted to the Company's executive
officers under the 1998 and 2002 stock option plans. The Stock Option
Subcommittee of the Human Resources Committee considered the respective stock
and option holdings of the executive officers of the Company in comparison with
stock and option holdings of executive management of companies of similar size
and growth records, based upon the information set forth in the Towers Perrin
report, and made option awards during 2003 that were consistent with the
compensation philosophy of the Human Resources Committee, as described above,
and that were intended to be competitive with industry averages for comparable
companies.
The subcommittee did not grant any awards to Mr. Miles, the Company's Chief
Executive Officer, in 2003 in recognition of his retirement at the end of 2003.
In recognition of Mr. Kunkle's increased responsibilities as Chief Executive
Officer for 2004, the subcommittee awarded Mr. Kunkle an award of 198,300
options. The subcommittee compared Mr. Kunkle's base salary, bonus and past
stock option grants to the compensation practices of corporations with revenues
of $1-2 billion in Towers Perrin's Executive Compensation Data Base. The grant
made to Mr. Kunkle placed a greater emphasis on the long term portion of his
total direct compensation (direct compensation is comprised of base salary,
annual bonus and the Black Scholes value of DENTSPLY
14
option grants) while still positioning his total direct compensation between the
50th and 75th percentiles of competitive practice.
HUMAN RESOURCES COMMITTEE
MICHAEL J. COLEMAN MICHAEL C. ALFANO BETTY JANE SCHEIHING W. KEITH SMITH
AUDIT COMMITTEE DISCLOSURE
AUDIT COMMITTEE REPORT
The Audit Committee consists of four directors, all of whom are independent
as defined by the Listing Standards. In addition, Mr. Schollmaier has been
designated as "audit committee financial expert" under applicable rules and
regulations of the Securities and Exchange Commission. The Audit Committee
operates under a written charter adopted by the Board of Directors. This charter
is reviewed at least annually by the Committee and the Board and amended as
determined appropriate (a copy of this charter is attached to this Proxy
Statement as Appendix A).
The Audit Committee reviews the Company's financial reporting process on
behalf of the Board. In addition, the Committee approves and retains the
Company's independent accountants.
Management is responsible for the Company's internal controls and the
financial reporting process. The independent accountants are responsible for
performing an audit of the Company's financial statements in accordance with
generally accepted auditing standards and to issue a report thereon. The
Committee's responsibility is to oversee these processes.
In this context, the Committee has met and held discussions with management
and PwC, the Company's independent accountants. Management represented to the
Committee that the Company's financial statements were prepared in accordance
with generally accepted accounting principles, and the Committee has reviewed
and discussed the audited financial statements with management and PwC. The
Committee discussed with PwC the matters required to be discussed by Statement
on Auditing Standards No. 61 (Communication with Audit Committees).
In addition, the Committee has discussed with PwC the accountants'
independence from the Company and its management and has received the written
disclosures and the letter from PwC required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees), as it has been
modified or supplemented.
The Committee discussed with PwC the overall scope and plans for their
audits. The Committee meets with PwC, with and without management present, to
discuss the results of their examinations, the evaluations of the Company's
internal controls, and the overall quality of the Company's financial reporting.
Based upon the Committee's discussions with management and PwC and the
Committee's review of the representations of management and the report of PwC to
the Committee, the Committee recommended that the Board include the audited
financial statements in the Company's Annual Report on Form 10-K for the year
ended December 31, 2003 filed with the Securities and Exchange Commission.
AUDIT AND INFORMATION TECHNOLOGY COMMITTEE
EDGAR H. SCHOLLMAIER PAULA H. CHOLMONDELEY WILLIAM F. HECHT LESLIE A. JONES
15
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
Aggregate fees for professional services rendered for the Company by PwC
for the years ended December 31, 2003 and 2002 were as follows:
2003 2002
---------- ----------
Audit................................................ $1,544,715 $1,088,654
Audit related........................................ 165,058 84,573
Tax.................................................. 265,305 279,079
Other................................................ 188,272 235,334
---------- ----------
$2,163,350 $1,687,640
========== ==========
The audit fees for the years ended December 31, 2003 and 2002,
respectively, were for professional services rendered for each of the
indicated fiscal years in connection with the audit of the Company's
consolidated financial statements included in Form 10-K and review of
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.
The audit related fees for the years ended December 31, 2003 and 2002,
respectively, were for assurance and related services that are reasonably
related to the performance of the audit or review of the Company's
Financial Statements. Such services included Sarbanes-Oxley Act readiness
planning, audits of employee benefit plans, due diligence for acquisitions
and assistance in applying financial accounting and reporting standards in
each of the indicated fiscal years.
Tax fees for the years ended December 31, 2003 and 2002, respectively,
were for services related to tax compliance, tax advice, and tax planning
in each of the indicated fiscal years.
Other fees for the years ended December 31, 2003 and 2002 primarily
included fees related to actuarial services in each of the indicated fiscal
years.
The Audit Committee reviews summaries of the services provided by PwC
and the related fees and has considered whether 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 Committee at its next meeting. Management makes a presentation to
the Committee (or the Chairman of the Committee, as applicable) describing
the types of services to be performed and the projected budget for such
services. Following this presentation, the Committee advises Management of
the services that are approved and the projected level of expenditure for
such services.
16
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
The following graph shows the cumulative total stockholder return on the
Company's Common Stock over the last five fiscal years as compared to the
returns of the NASDAQ U.S. Index and the Standard & Poor Health Care Composite
Index. The graph assumes that $100 was invested on December 31, 1998 in the
Company's Common Stock and in the NASDAQ U.S. Index and the Standard & Poor
Health Care Composite Index and assumes reinvestment of dividends.
Comparison Table
-----------------------------------------------------------------------------------------------------------
Year Ended December 31, 1998 1999 2000 2001 2002 2003
-----------------------------------------------------------------------------------------------------------
DENTSPLY International Inc. 100 92.62 154.58 199.59 222.94 272.01
S&P Health Care Composite Index 100 89.34 122.44 107.81 87.52 100.69
NASDAQ U.S. Index 100 185.43 111.83 88.76 61.37 91.75
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under federal securities laws, the Company's directors, certain officers,
and persons holding more than 10% of the Common Stock of the Company are
required to report, within specified due dates, their initial ownership and any
subsequent changes in ownership of the Company's securities to the Securities
and Exchange Commission. The required reporting periods were significantly
reduced in August 2002 for most reports to two business days. The Company is
required to describe in this proxy statement whether it has knowledge that any
person required to file such report may have failed to do so in a timely manner.
Based upon reports furnished to the Company and written representations and
information provided to the Company by the persons, the Company believes that
during fiscal 2003, all such persons complied with all applicable filing
requirements, except that, in connection with the grant of stock options in
December 2003, one late report was filed for each of the following persons:
Messrs. Brian M. Addison, Christopher T. Clark, William R. Jellison, Gary K.
Kunkle, Jr., Rudolf Lehner, James G. Mosch, J. Henrik Roos, Timothy S. Warady,
W. William Weston, Thomas L. Whiting and Bret W. Wise.
17
PROXY DELIVERY STATEMENT
As permitted by law, one copy of the Company's Proxy Statement and Annual
Report may be delivered to stockholders residing at the same address, unless
such stockholders have notified the Company of their desire to receive multiple
copies of the Proxy Statement and Annual Report. We believe this "Householding"
approach will provide greater convenience for our stockholders, as well as cost
savings for us by reducing the number of duplicate documents that are sent to
the same address.
The Company will promptly deliver, upon oral or written request, a separate
copy of the Proxy Statement and Annual Report to any stockholders residing at an
address to which only one copy was delivered. Requests for additional copies
should be directed to ADP, either by calling toll-free (800) 542-1061, or by
writing to ADP, Householding Department, 51 Mercedes Way, Edgewood, New York,
11717.
Stockholders residing at the same address and currently receiving multiple
copies of the Proxy Statement may also contact ADP, as noted above, to request
that only a single copy of such document be mailed in the future.
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.
STOCKHOLDER COMMUNICATIONS STATEMENT
The Board of Directors has no specific formal process for security holders
to send communications to the Board of Directors. The Board does not believe a
specific process is necessary in the event security holders wish to direct
communications to a Board member. All Board members, including their Committee
assignments, are identified each year in the Company's Proxy Statement.
Communications which are intended for Board members can be sent to the Company
for delivery to individual Board members. 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 delivered 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
Board Governance Committee. Mail addressed to the "Board of Directors" will be
forwarded or delivered to the Chairman of the Board.
STOCKHOLDER PROPOSALS FOR PROXY STATEMENT AND NOMINATIONS
Stockholder proposals that are intended to be presented at the Company's
Annual Meeting of Stockholders to be held in 2005 must be received by the
Company no later than December 10, 2004, and must otherwise comply with Rule
14a-8, in order to be included in the proxy statement and proxy relating to that
meeting.
The Company's by-laws provide that advance notice of stockholder-proposed
business to be brought before an Annual Meeting of Stockholders must be given to
the secretary of the Company not less than 60 days in advance of the date of the
mailing of materials regarding the prior year's Annual Meeting, which mailing
date is identified on the Chairman's letter at the front of this proxy
statement. 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. In order to be brought before the 2005 Annual Meeting, stockholders
must notify the Company in writing, in accordance with the procedures set forth
above, of any stockholder-proposed business no later than February 8, 2005.
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 60 days prior to the date of the
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, number of shares of
Common
18
Stock 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 number of shares of
Common Stock of the Company owned beneficially by such person.
FORM 10-K
STOCKHOLDERS MAY OBTAIN AN ADDITIONAL COPY (WITHOUT EXHIBITS) OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2003 AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WITHOUT CHARGE BY WRITING TO:
INVESTOR RELATIONS DEPARTMENT, DENTSPLY INTERNATIONAL INC., SUSQUEHANNA COMMERCE
CENTER, 221 WEST PHILADELPHIA STREET, YORK, PENNSYLVANIA 17405-0872.
OTHER MATTERS
The Board of Directors knows of no matters which are to be brought before
the Annual Meeting other than those set forth in the accompanying Notice of
Annual Meeting of Stockholders. If any other matters properly come before the
Annual Meeting, the person named in the enclosed proxy card, or his duly
appointed substitute acting at the Annual Meeting, will be authorized to vote or
otherwise act thereon in accordance with his judgment on such matters.
19
APPENDIX A
DENTSPLY INTERNATIONAL INC.
AUDIT & INFORMATION TECHNOLOGY COMMITTEE
CHARTER
I. PURPOSE
The primary function of the Audit & Information Technology Committee
("Committee") is to assist the Board of Directors ("Board") in fulfilling its
oversight responsibilities related to corporate accounting, financial reporting
practices, quality and integrity of financial reports as well as legal
compliance, business ethics and review of information technology matters. It
shall be the policy of the Committee to maintain free and open communication
between the Board, the independent accountants, the internal auditors and the
management of the company.
II. ORGANIZATION
1. MEMBERS -- The Committee shall be composed of directors who are independent,
as defined by the Securities and Exchange Commission and NASDAQ, of the
management of the Company and are free of any relationship that, in the
opinion of the Board, would interfere with their exercise of independent
judgement as a committee member. Committee members shall be nominated by the
Board, and the Committee shall be composed of not less than three independent
Directors who meet the NASDAQ requirements regarding financial knowledge,
experience and expertise.
2. MEETINGS -- The Committee will meet on a regular basis and special meetings
will be called as circumstances require. The Committee will meet privately
from time to time with representatives of the Company's independent
accountants, the internal auditor and management. Written minutes will be
kept for all meetings.
3. FUNDING -- The Committee shall receive sufficient funding to carry out its
functions, including the hiring of outside advisors as deemed appropriate by
the Committee.
III. FUNCTIONS
1. INDEPENDENT ACCOUNTANTS -- The Committee shall have responsibility for the
appointment, compensation, retention and oversight of the independent
accountants. These responsibilities shall include, but not be limited to, the
following: (a) Advise the Board annually of the firm retained by the
Committee to be the Company's independent accountants; (b) Instruct the
independent accountants that they are ultimately responsible to the Board and
the Committee; (c) Receive from the independent accountants a formal written
statement delineating all relationships between the independent accountants
and the Company, confirming their objectivity and independence, including in
regard to scope of services; and (d) Receive direct reports from the
independent accountants regarding their audit activities and findings.
2. AUDIT PLANS & RESULTS -- Review and approve the plans, scope, fees and
results for the annual audit and the internal audits with the independent
accountants and the internal auditors. Inquire of management and the
independent accountants if any significant financial reporting issues arose
during the current audit and, if so, how they were resolved. Discuss and
resolve any significant issues raised by the independent accountants in their
Letter of Recommendations to Management regarding internal control weaknesses
and process improvements. Review the extent of all services and fees to be
performed for the Company by its independent accountants and approve all
engagements of the independent accountants for services, including
specifically all non-audit related services. The approval of non-audit
services may be provided by the Chair of the Committee, provided that such
approval shall be reviewed at the next immediate meeting of the Committee and
subject to ratification by the Committee.
3. ACCOUNTING PRINCIPLES AND DISCLOSURES -- Review significant developments in
accounting rules and recommended changes in the Company's methods of
accounting or financial statements. The Committee also shall review with the
independent accountants the quality and acceptability of the application of
the Company's accounting principles to the Company's financial reporting,
including any significant proposed changes in accounting principles and
financial statements.
A-1
4. INTERNAL ACCOUNTING CONTROLS -- Consult with the independent accountants
regarding the adequacy of internal accounting controls. Inquire as to the
adequacy of the Company's accounting, financial, and auditing personnel
resources. As appropriate, consultation with the independent accountants
regarding internal controls should be conducted out of management's presence.
5. INTERNAL CONTROL SYSTEMS -- Review with management and internal auditors the
Company's internal control systems intended to ensure the reliability of
financial reporting and compliance with applicable codes of conduct, laws,
and regulations. Reports on internal audit projects with management responses
shall be available for Committee review. Special presentations may be
requested of Company personnel responsible for such areas as legal, human
resources, information technology, environmental, risk management, tax
compliance and others as considered appropriate.
6. INFORMATION TECHNOLOGY -- Review information technology plans with respect to
corporate goals, industry trends, and competitive advantages. Review and
assess the security of computer systems and applications and contingency
plans for computer system breakdowns, particularly with respect to the
processing of financial information.
7. COMPLAINT HANDLING -- Review and approve the procedures established for the
receipt, retention and treatment of complaints received by the Company
regarding accounting, internal controls or auditing matters.
8. OUTSIDE ADVISORS -- The Committee shall directly engage independent advisors
when deemed appropriate by the Committee.
In carrying out its responsibilities, the Committee shall remain flexible in its
policies and procedures in order that it can best react to changing conditions
and environment and to assure to the directors and shareholders that the
corporate accounting and reporting practices of the Company are in accordance
with all requirements and are of the highest quality.
A-2
APPENDIX B
DENTSPLY INTERNATIONAL INC.
BOARD GOVERNANCE COMMITTEE CHARTER
I. PURPOSE
The primary function of the Board Governance Committee is to assist the Board of
Directors of the Company (the "Board") in the establishment of criteria for the
selection and nomination of Board members and to establish policies and
procedures for the governance of the Company and the Board. The Committee shall
report to the Board on matters relating to the activities of the Committee.
II. ORGANIZATION
A. MEMBERS. The Committee shall consist of directors who are independent, as
defined by NASDAQ and SEC rules, and are free from any relationship with the
Company or management of the Company that, in the opinion of the Board as
evidenced by its election of such Committee members, would interfere with the
exercise of independent judgment as a Committee member.
B. MEETINGS. The Committee will meet as often as necessary to carry out its
responsibilities. Meetings may be called by the Chairman of the Committee
and/or management of the Company. Written minutes of each meeting shall be
duly filed in the Company records. Reports of meetings of the Committee shall
be made to the Board accompanied by any recommendations to the Board for
matters that the Committee determines requires approval of the Board.
III. FUNCTIONS
The Board Governance Committee shall have the following specific
responsibilities:
- Review the qualifications of and recommend to the Board (i) those persons
to be nominated for membership on the Board who shall be submitted to the
shareowners for election at each Annual Meeting of Shareowners and (ii)
the nominees for directors to be elected by the Board to fill vacancies
and newly created directorships;
- Establish criteria for membership on the Board of Directors and its
Committees, such as depth of experience, business interest and
experience, required expertise and qualifications for membership on each
Committee;
- Aid in recruiting and attracting qualified candidates to serve on the
Board;
- Consider and appraise the performance of incumbent members of the Board
in determining whether to recommend that they be nominated for
re-election;
- Make recommendations to the Board concerning (i) the size and composition
of the Board and (ii) the size and composition of each standing Committee
of the Board;
- Recommend appointments of directors as members of Committees of the
Board;
- Periodically review and recommend Board policies, including, but not
limited to: (i) recommending the policy governing retirement of directors
from the Board, (ii) recommending the term of office for directors and
whether or not the Board should be classified according to terms, (iii)
recommending the desirable ratio of employee and non-employee directors,
and (iv) reviewing the format of Board meetings and making
recommendations for the improvement of such meetings.
- Approve the acceptance of outside Board seats by Company executives;
- Review the compensation of the members of the Board for services as a
director or member of any Committee of the Board and make recommendations
to the Board concerning the fixing of such compensation;
B-1
- Evaluate Company policies relating to the recruitment of directors,
including D&O insurance and indemnification and make recommendations to
the Board, or any appropriate Board Committee, regarding such matters;
and
- Review periodically, in the light of changing conditions, new
legislation, regulations and other developments, the Company's Code of
Conduct, and make recommendations to the Board for any changes,
amendments and modifications to the Code that the Committee shall deem
desirable.
- Review and report to the Board annually concerning Board member
independence as defined by the NASDAQ rules.
B-2
APPENDIX C
DENTSPLY INTERNATIONAL, INC.
HUMAN RESOURCES COMMITTEE
CHARTER
I. PURPOSE
The primary function of the Human Resources Committee is to provide general
oversight and assistance to the Board of Directors of the Company (the "Board")
for the organizational structure of the Company and the compensation and hiring
plans, policies and practices of the Company, including specifically the
compensation of the executive officers.
II. ORGANIZATION
A. Composition. The Committee shall consist of directors who are independent,
as defined by NASDAQ and SEC rules, and are free from any relationship with
the Company or management of the Company that, in the opinion of the Board as
evidenced by its appointment of such Committee members, would interfere with
the exercise of independent judgment as a Committee member.
B. Meetings. The Committee will meet as often as necessary to carry out its
responsibilities. Meetings may be called by the Chairman of the Committee
and/or management of the Company. A majority of the Committee shall
constitute a quorum. Written minutes of each meeting shall be duly filed in
the Company records. Reports of meetings of the Committee shall be made to
the Board accompanied by any recommendations to the Board for matters that
the Committee determines requires approval of the Board.
III. FUNCTIONS
A. General. The Committee's general responsibility is to oversee the Company's
employment, hiring and compensation plans, personnel practices and policies,
and assure that the senior executives of the Company and its wholly-owned
affiliates are compensated effectively in a manner consistent with the stated
compensation strategy of the Company, internal equity considerations,
competitive practice, and the requirements of the appropriate regulatory
bodies. The Committee shall communicate to shareholders, as deemed
appropriate or as required by the Securities and Exchange Commission or other
regulatory body, the Company's compensation policies and practices. More
specifically, the Committee shall be responsible for the following:
- Reviewing periodically the appointments, promotions and performance of
certain officers of the Company and the potential successors of the
principal executive officers of the Company, as the Committee shall
designate, and making recommendations to the Board with respect to such
matters to the extent it deems appropriate;
- Review from time to time and approve the Company's stated compensation
strategy to ensure that management is rewarded appropriately for its
contributions to Company growth and profitability and that the executive
compensation strategy supports organization objectives and shareholder
interests;
- Review annually and determine the individual elements of total
compensation for the executive management of the Company and communicate
in the annual Board Compensation Committee Report to shareholders the
factors and criteria on which the executive officers', including the
Chief Executive Officer's, compensation for the last year was based;
- Assure that the Company's executive incentive compensation program(s) are
administered in a manner consistent with the Company's compensation
strategy as to participation, target annual incentive awards, corporate
financial goals, and actual awards paid to executive management;
- Approve, subject to shareholders approval when appropriate, all new
equity-related incentive plans for senior management;
C-1
- Recommend to the Board participants in the Company's Supplemental
Executive Retirement Plan;
- Review the recruitment, hiring and promotion practices of the Company and
its subsidiaries in the light of applicable legal requirements and
corporate governance policies established by the Board;
- Receive and review annually or otherwise, as the Committee shall deem
appropriate, reports on significant matters and actions taken in
connection with the operation and administration of the employee benefits
plans of the Company and its subsidiaries;
- Review with the Chief Executive Officer matters relating to management
succession;
- If appropriate, hire experts in the field of executive compensation and
other matters related to the functions of the Committee to assist the
Committee with its areas of responsibility; and
- Such other duties and responsibilities as may be assigned to the
Committee, from time to time, by the Board of the Company, or as
designated in Company plan documents.
B. Consultants. The Committee shall at all times have the authority to retain
and terminate any compensation consultants or other advisors to assist it in
any aspect of the evaluation of executive compensation or on any other
subject relevant to the Committee's responsibilities, including the authority
to approve such consultant's or advisor's fees and other retention terms.
C. Stock Option Plans. Either directly or through delegation to the
subcommittee, administer the Company's Stock Option Plans, including but not
limited to:
- Participating in the establishment of option guidelines and general size
of overall grants;
- Making grants;
- Interpreting the Plans;
- Determining rules and regulations relating to the Plans;
- Modifying existing or canceling existing grants and substituting new ones
(with the consent of the grantees);
- Approving any exceptions to receive retiree treatment; and
- Authorizing foreign subsidiaries to adopt plans pursuant to the
provisions of the Plans.
C-2
[DENTSPLY LOGO] VOTE BY INTERNET - WWW.PROXYVOTE.COM
Use the Internet to transmit your voting
instructions and for electronic delivery of
DENTSPLY INTERNATIONAL INC. information up until 11:59 P.M. Eastern Time
570 WEST COLLEGE AVE. the day before the meeting date. Have your
YORK, PA 17405-0872 proxy card in hand when you access the web site
and follow the instructions to obtain your records
[BARCODE] and to create an electronic voting instruction
form.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit
your voting instructions up until 11:59 P.M.
Eastern Time the day before the meeting date.
Have your proxy card in hand when you call
and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card
and return it in the postage-paid
envelope we've provided or return to
DENTSPLY International Inc., c/o ADP,
51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X] DNTSY1
KEEP THIS PORTION FOR YOUR RECORDS
--------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
________________________________________________________________________________
DENTSPLY INTERNATIONAL INC.
VOTE ON DIRECTORS
FOR WITHHOLD FOR ALL To withhold authority to vote, mark
ALL ALL EXCEPT "For All Except" and write the
[ ] [ ] [ ] nominees's number on the line below.
Prop 1 - Directors ___________________________________
01) PAULA H. CHOLMONDELEY
02) MICHAEL J. COLEMAN
03) JOHN C. MILES II
04) W. KEITH SMITH
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
Prop 2 - PROPOSAL TO RATIFY THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP, INDEPENDENT [ ] [ ] [ ]
ACCOUNTANTS, TO AUDIT THE BOOKS AND
ACCOUNTS OF THE COMPANY FOR THE YEAR
ENDING DECEMBER 31, 2004.
"NOTE" SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF
YES NO
Please indicate if you plan to attend this meeting [ ] [ ]
HOUSEHOLDING ELECTION - Please indicate if you
consent to receive certain future investor
communications in a single package per household [ ] [ ]
___________________________________________
Signature [PLEASE SIGN WITHIN BOX] Date P91161
___________________________________________
Signature (Joint Owners) Date
--------------------------------------------------------------------------------
PROXY - DENTSPLY INTERNATIONAL INC.
--------------------------------------------------------------------------------
MEETING DETAILS
EMPLOYEE MEETING ROOM OF DENTSPLY INTERNATIONAL INC.,
570 WEST COLLEGE AVENUE, YORK, PA 17404
PROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING -
MONDAY, MAY 10, 2004, 9:30 A.M.
The undersigned stockholder of DENTSPLY International Inc. (the "Company")
hereby appoints Brian M. Addison as the attorney and proxy of the undersigned,
with full power of substitution, to vote all shares of Common Stock, par value
$.01 per share, of the Company which the undersigned would be entitled to vote
if personally present at the Annual Meeting of Stockholders of the Company, to
be held at the Company's Employee Meeting Room at DENTSPLY International Inc.,
570 West College Avenue, York, Pennsylvania, on Monday, May 10, 2004, commencing
at 9:30 a.m., local time, and at any adjournment or postponement thereof, as
indicated on the reverse side.
IN HIS DISCRETION, THE PROXY IS AUTHORIZED TO VOTE ALL SHARES OF COMMON STOCK OF
THE UNDERSIGNED UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.
(Continued and to be signed on reverse side.)
[DENTSPLY LOGO] VOTE BY INTERNET - WWW.PROXYVOTE.COM
Use the Internet to transmit your voting
instructions and for electronic delivery of
DENTSPLY INTERNATIONAL INC. information up until 11:59 P.M. Eastern Time
570 WEST COLLEGE AVE. the day before the meeting date. Have your
YORK, PA 17405-0872 proxy card in hand when you access the web site
and follow the instructions to obtain your records
[BARCODE] and to create an electronic voting instruction
form.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit
your voting instructions up until 11:59 P.M.
Eastern Time the day before the meeting date.
Have your proxy card in hand when you call
and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card
and return it in the postage-paid
envelope we've provided or return to
DENTSPLY International Inc., c/o ADP,
51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X] DNTSY3
KEEP THIS PORTION FOR YOUR RECORDS
--------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
________________________________________________________________________________
DENTSPLY INTERNATIONAL INC.
VOTE ON DIRECTORS
FOR WITHHOLD FOR ALL To withhold authority to vote, mark
ALL ALL EXCEPT "For All Except" and write the
[ ] [ ] [ ] nominees's number on the line below.
Prop 1 - Directors ___________________________________
01) PAULA H. CHOLMONDELEY
02) MICHAEL J. COLEMAN
03) JOHN C. MILES II
04) W. KEITH SMITH
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
Prop 2 - PROPOSAL TO RATIFY THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP, INDEPENDENT [ ] [ ] [ ]
ACCOUNTANTS, TO AUDIT THE BOOKS AND
ACCOUNTS OF THE COMPANY FOR THE YEAR
ENDING DECEMBER 31, 2004.
"NOTE" SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF
YES NO
Please indicate if you plan to attend this meeting [ ] [ ]
HOUSEHOLDING ELECTION - Please indicate if you
consent to receive certain future investor
communications in a single package per household [ ] [ ]
___________________________________________
Signature [PLEASE SIGN WITHIN BOX] Date
___________________________________________
Signature (Joint Owners) Date
--------------------------------------------------------------------------------
VOTING INSTRUCTIONS - DENTSPLY INTERNATIONAL INC. - ESOP/401(k)
--------------------------------------------------------------------------------
MEETING DETAILS
EMPLOYEE MEETING ROOM OF DENTSPLY INTERNATIONAL INC.,
570 WEST COLLEGE AVENUE, YORK, PA 17404
PROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING -
MONDAY, MAY 10, 2004, 9:30 A.M.
To T. Rowe Price Retirement Plan Services Inc., Trustee:
As a participant in the DENTSPLY International Inc. Employee Stock Ownership
Plan (the "ESOP") and/or the DENTSPLY International Inc. 401(k) Savings Plan
(the "401(k)"), I hereby instruct you to vote the shares of Common Stock, par
value $.01 per share ("Common Stock") of DENTSPLY International Inc. (the
"Company") allocated to my ESOP and/or 401(k) account (a) in accordance with
the directions on the reverse side and (b) to grant a proxy to the proxy
nominated by the Company's Board of Directors authorizing him to vote in his
discretion upon such other matters as may properly come before the meeting.
(Continued and to be signed on reverse side.)