Varex Imaging Corporation

02/14/2025 | Press release | Distributed by Public on 02/14/2025 05:03

Proxy Results, Amendments to Bylaws (Form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On February 13, 2025, at the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Varex Imaging Corporation (the "Company"), the Company's stockholders approved an amendment to the Varex Imaging Corporation Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to provide for the limitation or elimination of monetary liability of certain officers of the company for breaches of the fiduciary duty of care, to the fullest extent permitted under Delaware law (the "Amendment"). The Amendment had been previously approved, subject to stockholder approval, by the Company's Board of Directors. On February 13, 2025, the Company filed a certificate of amendment to the Certificate of Incorporation (the "Certificate of Amendment") with the Delaware Secretary of State to effect the Amendment, which became effective immediately upon its filing.
A description of the Amendment is set forth in the Company's Definitive Proxy Statement on Schedule 14A, as amended, initially filed with the Securities and Exchange Commission on December 30, 2024, (the "Proxy Statement") under "Proposal Five - Approve an Amendment to the Varex Imaging Corporation Certificate of Incorporation to Include an Officer Exculpation Provision," which description is incorporated herein by reference. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting of the Company was held on February 13, 2025. At the Annual Meeting, a total of 37,910,094 shares of Company common stock, representing approximately 92% of the shares outstanding and eligible to vote and constituting a quorum, were represented in person or by valid proxies. The final results for the votes of the Annual Meeting regarding each proposal voted on at the Annual Meeting are set forth in the following tables. Each of these proposals is described in detail in the Proxy Statement.
Proposal One:
The Company's stockholders elected Kathleen L. Bardwell, Jocelyn D. Chertoff, Timothy E. Guertin, Jay K. Kunkel, Walter M Rosebrough, Jr., Sunny S. Sanyal and Christine A. Tsingos to serve as directors until the 2026 Annual Meeting of Stockholders:
For
Against
Abstain
Broker Non-Votes
Kathleen L. Bardwell
35,014,553
226,685
23,524
2,645,332
Jocelyn D. Chertoff
34,654,712
587,407
22,643
2,645,332
Timothy E. Guertin
34,231,827
1,009,130
23,805
2,645,332
Jay K. Kunkel
34,296,371
941,842
26,549
2,645,332
Walter M Rosebrough, Jr.
34,015,663
1,219,762
29,337
2,645,332
Sunny S. Sanyal
34,988,919
242,571
33,272
2,645,332
Christine A. Tsingos
34,420,300
820,717
23,745
2,645,332
Proposal Two:
The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement:
For
Against
Abstain
Broker Non-Votes
34,235,641
993,088
36,033
2,645,332
Proposal Three:
The Company's stockholders recommended, on an advisory basis, that the Company hold an advisory vote on the Company's executive compensation every one year:
One Year
Two Years
Three Years
Abstain
33,084,067
11,152
2,147,969
21,574
Based on the strong preference for a vote every one year, the Company will include a shareholder vote on the compensation of executives in its proxy materials annually until the next required vote on the frequency of shareholder votes on the compensation of executives.
Proposal Four:
The Company's stockholders approved the Varex Imaging Corporation 2017 Employee Stock Purchase Plan, as amended:
For
Against
Abstain
Broker Non-Votes
35,172,804
66,660
25,298
2,645,332
Proposal Five:
The Company's stockholders approved the amendment to the Company's Certificate of Incorporation to include an officer exculpation provision:
For
Against
Abstain
Broker Non-Votes
28,757,660
6,476,960
30,142
2,645,332
Proposal Six:
The Company's stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2025:
For
Against
Abstain
37,669,154
216,662
24,278