000168162210/03falseSalt Lake CityUtah00016816222025-02-132025-02-13
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 13, 2025
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VAREX IMAGING CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
(State or other jurisdiction of incorporation or organization) |
001-37860 | | 81-3434516 |
(Commission File Number) | | (I.R.S. Employer Identification Number) |
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1678 S. Pioneer Road, Salt Lake City, Utah | | 84104 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (801) 972-5000
Not Applicable
(Former name or former address, if changed since last report)
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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 (see General Instruction A.2. below):
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | VREX | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b - 2 of the Securities Exchange Act of 1934. Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 | |
Item 9.01 Financial Statement and Exhibits
(d) Exhibits
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| Exhibit No. | | Exhibit Description |
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| 3.1 | | | |
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| 10.1 | | | |
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| 104 | | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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 hereunto duly authorized.
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| VAREX IMAGING CORPORATION |
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Dated: February 13, 2025 | By: | /s/ KIMBERLEY E. HONEYSETT |
| | Kimberley E. Honeysett |
| | Chief Legal Officer and Corporate Secretary |
CERTIFICATE OF AMENDMENT
TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF VAREX IMAGING CORPORATION
The undersigned, Kimberley E. Honeysett, does hereby certify as follows:
1.The undersigned is the duly elected and acting Chief Legal Officer and Corporate Secretary of Varex Imaging Corporation, a Delaware corporation (the “Corporation”).
2.The Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of Delaware on July 18, 2016, under the name “Varex Imaging Corporation”. On January 27, 2017, the Corporation filed and Amended and Restated Certificate of Incorporation and on December 11, 2017, the Corporation filed a Certificate of Correction to the Amended and Restated Certificate of Incorporation (the “Charter”).
3.Pursuant to Section 242 and any other applicable provisions of the General Corporation Law of the State of Delaware, this Certificate of Amendment to the Charter (the “Certificate of Amendment”) amends and restates Article VIII of the Charter in its entirety to read as follows:
To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. If the DGCL is hereafter amended to authorize corporate action further limiting or eliminating the personal liability of directors or officers, then the liability of the directors or officers of the Corporation shall be limited or eliminated to the fullest extent permitted by the DGCL, as so amended from time to time. Any amendment or repeal of this Article VIII, or the adoption of any provision of this Certificate of Amendment to the Amended and Restated Certificate of Incorporation inconsistent with this Article VIII, shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such amendment or repeal or adoption of such inconsistent provision with respect to acts or omissions occurring prior to such amendment or repeal or adoption of such inconsistent provision.
4.The foregoing Certificate of Amendment has been duly adopted by the Corporation’s Board of Directors and stockholders in accordance with the provisions of Section 242 and any other applicable provisions of the General Corporation Law of the State of Delaware.
5.All other provisions of the Charter shall remain in full force and effect.
6.This Certificate of Amendment herein certified shall become effective immediately upon filing with the Office of the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by a duly authorized officer of the Corporation as of February 13, 2025.
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| By /s/ Kimberley E. Honeysett Kimberley E. Honeysett Chief Legal Officer and Corporate Secretary |