UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 23, 2011

 

 

SIRONA DENTAL SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-22673   11-3374812

(State or other jurisdiction

of incorporation)

  (Commission File Number)   (IRS Employer
Identification No.)

30-30 47th Avenue, Suite 500, Long Island City, New York

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (718) 937-5765

 

 

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))

 

 

 


Introductory Note

This Current Report on Form 8-K/A amends and restates Item 5.07 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, 2011. At the time of the original filing, the Company omitted its conclusion regarding the frequency of stockholder advisory votes on named executive officer compensation. Item 5.07 is amended to add a new subsection (d), which discloses the Company’s decision as to how frequently the Company will include a stockholder vote on the compensation of executives in its proxy materials until the next required vote on the frequency of stockholder votes on the compensation of executives.

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

(a) The Annual Meeting of Stockholders for the fiscal year ended in 2010 (the “Annual Meeting”) of Sirona Dental Systems, Inc. (the “Company”) was held on February 23, 2011.

 

(b) The following matter concerning the election of directors of the Company (“Directors”) was voted upon at the Annual Meeting with the accompanying results:

Election of Directors whose term expires at the Annual Meeting of the Stockholders for the fiscal year ending in 2013:

 

      For      Withheld      Broker Non-Votes  

William K. Hood

     49,873,660         965,469         1,962,164   

Thomas Jetter

     50,213,244         625,885         1,962,164   

Harry M. Jansen Kraemer, Jr.

     42,726,521         8,112,608         1,962,164   

Jeffrey T. Slovin

     49,821,406         1,017,723         1,962,164   

The following additional matters were voted upon at the Annual Meeting with the following results:

 

  (1) The proposal to ratify the appointment of KPMG AG, Wirtschaftsprüfungsgesellschaft, Frankfurt, Germany as the Company’s independent auditors for the fiscal year ending September 30, 2011 was approved by stockholders as follows:  

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

52,595,899

  193,618   11,776   0

 

  (2) The advisory proposal on compensation of the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting under “Other Information for the Annual Meeting of Sirona Dental Systems, Inc.’s Stockholders—Compensation of Executive Officers” was approved by stockholders as follows:  

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

50,211,571

  601,812   25,746   1,962,164

 

  (3) With respect to the advisory proposal on the frequency with which stockholders will vote for the approval of the compensation of the Company’s named executive officers, stockholders voted by a plurality vote for every year.  

 

One Year

 

Two Years

 

Three Years

 

Abstentions

 

Broker Non-Votes

29,416,684

  268,414   21,128,923   25,108   1,962,164

 

(c) Inapplicable.

 

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(d) In light of the results of the stockholder’s nonbinding advisory vote with respect to the frequency with which stockholders will vote for the approval of the compensation of the Company’s named executive officers, the Company currently intends in the future to hold an annual nonbinding advisory vote on such named executive officer compensation.

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

    SIRONA DENTAL SYSTEMS, INC.
Date: June 2, 2011     By:   /s/    Jonathan Friedman         
      Jonathan Friedman
      Secretary and General Counsel

 

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