VARIAN MEDICAL SYSTEMS, INC. (NYSE:VAR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of certain Officers; Compensatory Arrangements of certain Officers. |
On February 9, 2017, at the 2017 Annual Meeting of Stockholders
(the Annual Meeting) of Varian Medical Systems, Inc. (the
Company), the Companys stockholders approved the Varian Medical
Systems, Inc. Fourth Amended and Restated 2005 Omnibus Stock Plan
(the Fourth Amended and Restated 2005 Omnibus Stock Plan) to (i)
preserve our ability to grant awards that are intended to be
fully deductible under Section 162(m) of the Internal Revenue
Code, (ii) set a limit on the total value of equity and cash
compensation that may be paid to each of our non-employee
directors each fiscal year, and (iii) make other changes
described in our proxy statement on Schedule 14A filed on
December 30, 2016 (the Proxy Statement).
A summary of the Fourth Amended and Restated 2005 Omnibus Stock
Plan is set forth in the Proxy Statement. That summary and the
foregoing description are qualified in their entirety by
reference to the text of the Fourth Amended and Restated 2005
Omnibus Stock Plan, which was filed as Appendix A to the Proxy
Statement and is incorporated by reference herein.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders |
The final results for the votes of the Annual Meeting regarding
each proposal are set forth in the following tables. Each of
these proposals is described in detail in the Companys Proxy
Statement.
Proposal One:
Elect the following individuals as directors for one-year terms
ending with the 2018 Annual Meeting of Stockholders:
| For | Withheld | Broker Non-Votes | |||
| Susan L. Bostrom | 72,524,370 | 1,645,933 | 7,310,009 | ||
| Judy Bruner | 73,194,227 | 976,076 | 7,310,009 | ||
| Regina E. Dugan | 73,706,684 | 463,619 | 7,310,009 | ||
| R. Andrew Eckert | 72,716,945 | 1,453,358 | 7,310,009 | ||
| Mark R. Laret | 72,579,880 | 1,590,423 | 7,310,009 | ||
| Dow R. Wilson | 73,356,516 | 813,787 | 7,310,009 | ||
Proposal Two:
Approve, on an advisory (non-binding) basis, the compensation of
the Companys named executive officers:
| For | Against | Abstain | Broker Non-Votes | |
| 66,909,990 | 3,925,836 | 3,334,477 | 7,310,009 |
Proposal Three:
Approve an advisory vote on the frequency of conducting the
executive compensation advisory vote:
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes |
| 64,961,247 | 305,712 | 8,798,102 | 105,242 | 7,310,009 |
In light of the stockholders strong preference for One Year, the
Company has decided that it will continue to conduct the
executive compensation advisory vote annually.
Proposal Four:
Approve the Companys Fourth Amended Restated 2005 Omnibus Stock
Plan:
| For | Against | Abstain | Broker Non-Votes | |
| 69,448,997 | 4,596,852 | 124,454 | 7,310,009 |
Proposal Five:
Ratify the appointment of PricewaterhouseCoopers LLP as the
Companys independent registered public accounting firm for fiscal
year 2017:
| For | Against | Abstain | Broker Non-Votes(1) | |
| 79,470,756 | 1,955,395 | 54,161 |
| (1) |
to the rules of the New York Stock Exchange, this proposal constituted a routine matter. Therefore, brokers were permitted to vote without receipt of instructions from beneficial owners. |
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number | Description | |
| 10.1 |
Varian Medical Systems, Inc.s Fourth Amended and Restated 2005 Omnibus Stock Plan, which is incorporated herein by reference to Appendix A of the Companys Proxy Statement for its 2017 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on December 30, 2016. |
About VARIAN MEDICAL SYSTEMS, INC. (NYSE:VAR)
Varian Medical Systems, Inc. is a manufacturer of medical devices and software for treating cancer and other medical conditions. The Company is an also a supplier of X-ray imaging components. It operates through two segments: Oncology Systems and Imaging Components. The Oncology Systems segment designs, manufactures, sells and services hardware and software products for treating cancer with conventional radiation therapy and treatments, and brachytherapy, as well as informatics software for information management, clinical knowledge exchange, patient care management, practice management and decision-making support for cancer clinics, radiotherapy centers and medical oncology practices. The Imaging Components segment designs, manufactures, sells and services X-ray imaging components for use in a range of applications, including radiographic or fluoroscopic imaging, mammography, special procedures, computed tomography, computer-aided diagnostics and industrial applications. VARIAN MEDICAL SYSTEMS, INC. (NYSE:VAR) Recent Trading Information
VARIAN MEDICAL SYSTEMS, INC. (NYSE:VAR) closed its last trading session up +0.43 at 80.60 with 552,379 shares trading hands.
