8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) December 4, 2019

VARIAN MEDICAL SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-7598	94-2359345
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer  Identification No.)

3100 Hansen Way, Palo Alto, CA	94304-1030
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code (650) 493-4000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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):

¨ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:
Common Stock, $1 par value	VAR	New York Stock Exchange

Item 7.01. Regulation FD Disclosure.

Management of Varian Medical Systems, Inc. (the “Company”) will use the information in the presentation slides attached hereto as Exhibit 99.1 in meetings with institutional investors. The presentation provides investors with an update on governance measures that the Company has implemented in the recent past.

The information included in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 that is provided pursuant to this Item 7.01, is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits.
	The following exhibit is being furnished, and is not deemed to be filed:

99.1 Varian Medical Systems, Inc. December 2019 Governance Update Presentation Slides.

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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.

Varian Medical Systems, Inc.
By:	/s/ John W. Kuo
Name: Title:	John W. Kuo Senior Vice President, General Counsel and Corporate Secretary

Dated: December 4, 2019

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EX-99.1

Exhibit 99.1

Governance Update December 2019

Focus driving strong operational execution since 2017 Confidence in our long - term strategy Note: Data as of FY2017, excluding Varex . * Comparison of FY19 to FY17 ** According to IMV ServiceTrak in U.S. Radiation Oncology Systems Report 8% 3Y Oncology Orders CAGR 8,500+ 9% * Linac Installed Base 4M+ 40%+ * Patients Touched 5,500+ 22% * Software Installs Oncology Systems Oncology Software Solutions CTS I Proton Solutions 78 NPS Score** 2019: Global Leader in Radiation Therapy, AND Building a Multi - Modality Cancer Company $3.2B 23% * FY19 Revenue 2017: Global Leader in Radiation Therapy 2% 3Y Oncology Orders CAGR 7,800+ Linac Installed Base 2.8M Patients Touched 4,500+ Software Installs Oncology Systems Proton Therapy 75 NPS Score** $2.6B FY17 Revenue Others Interventional Solutions Cardiac Radioablation FOR INVESTOR USE ONLY 2

Long - term growth and value creation strategy 3 Surgical Oncology Medical Oncology & Immuno therapy Diagnosis RO Proton Software Equip Services Radiation Oncology Proton Equip Services Provider - Based Services Interventional Oncology Software Tech - Enabled Services ‘17 Horizon 1 Global Radiotherapy Leader | 2.8M Patients Aggregate Data Optimize the Treatment Pathway for Patients Build AI & Machine Learning Capabilities Key Stake - holders, incl . HCPs, Payors, & Patients Future Horizon 3 Cancer Operating Platform | 20M Patients ~5 years Horizon 2 Multimodal Cancer Company | 6M Patients FOR INVESTOR USE ONLY

Comprehensive cancer care portfolio 4 ARIA ® Oncology Information System 360 Oncology ™ Care Management Platform Connectivity Epic, Cerner, ARIA Connect Halcyon ™ TrueBeam ® VitalBeam ™ Trilogy ® Clinac ® UNIQUE ™ Radiotherapy Systems ProBeam ® ProBeam ® 360 ° Proton Therapy Systems Calypso ® system Real - Time Tracking Technology Edge ™ Radiosurgery System Bravos ™ Product Suite for Planning and Delivery Cancer Treatment Analytics Image Management Treatment Planning Radiation Therapy Proton Therapy Radio - Surgery Brachy Therapy OIS Partnering Care Coordination Eclips e ™ Treatment Planning System Velocity ™ Oncology Image Informatics InSightiv e ™ Analytics Hardware & Software Services FOR INVESTOR USE ONLY

Strong execution in FY19 Annual Revenues +10% $3,225 Million 1 Oncology systems gross orders. 2 GAAP to Non - GAAP reconciliation is disclosed in Varian’s fiscal year 2019 fourth quarter earnings press release and furnished to the Securities Exchange Commission (“SEC”) in a Form 8 - K on October 23, 2019 . Certain financial figures were updated on November 22, 2019 to reflect adjustments made in connection with the Company’s pr ess release updating GAAP results on November 22, 2019 Operating Earnings 2 Non - GAAP +6% $542 Million GAAP - 12% $386 Million Earnings Per Share 2 Non - GAAP +5% $4.63 GAAP +96% $3.18 5 R&D Investments + 6 % $248 Million Orders 1 +9% $3,398 Million FOR INVESTOR USE ONLY

KEY METRICS • >5,500 software customers Unique software customers grew +8% in Q4 • >2,500 RapidPlan orders to date installed >1,800 licenses at 660 customer locations • 17 Ethos orders since ASTRO launch 11 new systems and 6 conversions in Europe and Australia KEY ACCOMPLISHMENTS • Noona patient - reported outcomes and symptoms management platform implemented across the Tennessee Oncology network and the state of Michigan KEY METRICS • Global market leader >50% share in RT market growing +10% 1 • Second consecutive fiscal year of 9% Oncology orders growth Record year on orders and revenues for TrueBeam® 398 Halcyon TM orders since May 2017 launch • Net installed base +5% Total installed base of 8,496 units KEY ACCOMPLISHMENTS • IMV ServiceTrak TM Ranked Varian NPS Highest in U.S. Radiation Oncology Systems Report Executing on long - term growth strategy Innovate in Radiation Therapy Leverage Artificial Intelligence, Machine Learning, and Cloud Solutions Grow Emerging Businesses and Technologies KEY ACCOMPLISHMENTS • Announced and closed multiple acquisitions in fiscal year 2019 ▪ Cancer Treatment Services International ▪ Interventional oncology ( Endocare , Alicon , and Boston Scientific beads portfolio) ▪ Cardiac radioablation (CyberHeart) Note: Unless noted otherwise, all ‘Orders’ reflect Gross Orders, all growth rates are in dollars and year on year, and basis poi nts (bps) are rounded to the nearest tens. (1) Based on company estimates, industry reports and data as of reporting period ending in June 2019. Improve Financial, Operational, and Capital Efficiency Key accomplishments – FY 2019 FOR INVESTOR USE ONLY 6

New growth platforms 7 Interventional Solutions Platform Boston Scientific Beads Portfolio Cancer Treatment Services International Performing better than expected Brings Varian closer to the patient and provider to gain clinical data and insights Facilitates identification of unmet clinical needs to drive development of new tech - enabled services Expected to be accretive to earnings per share in VAR FY21 on a Non - GAAP basis Performing better than expected Combined organization to develop innovations in interventional oncology to build an end - to - end suite of hardware and software interventional oncology solutions Expands Varian’s total addressable market $1.0B (2022 market size) (1) Financially attractive deals expected to be revenue growth, margin, and EPS accretive FOR INVESTOR USE ONLY (1) Based on primary and secondary research conducted by Varian

Commitment to corporate governance best practices 8 Majority voting for election of directors Declassified board Separate CEO and independent Chair roles 6 new independent directors in last 5 years 4 women on board, 40% gender diversity Proxy access bylaw FOR INVESTOR USE ONLY

Varian’s Board possesses deep and diverse expertise 9 Powerful combined skillset, strongly aligned with the Company’s strategic objectives INDUSTRY KNOWLEDGE Contributes to a deeper understanding of healthcare trends and technologies and our business strategy, operations, key performance indicators and competitive environment          GLOBAL BUSINESS EXPERIENCE Critical to cultivating and sustaining business and governmental relationships internationally and providing oversight of our multinational operations          PUBLIC COMPANY EXECUTIVE EXPERIENCE Contributes to the Board’s understanding of our business strategy; demonstrated leadership ability          RISK MANAGEMENT Contributes to the identification, assessment and prioritization of risks facing the company            TECHNOLOGY/CYBER SECURITY A significant background working in technology, resulting in knowledge of how to anticipate technological trends, generate disruptive innovation, and extend or create new business models; contributes to the Board’s understanding of cyber security risks.       MERGERS & ACQUISITIONS A history of leading growth through acquisitions and other business combinations, with the ability to assess “build or buy” decisions, analyze the fit of a target with the company’s strategy and culture, accurately value transactions, and evaluate operational integration plans.       40% Female DIVERSE BOARD including our Independent Chairman STRONG INDEPENDENCE 9 BALANCED TENURE 6 3 2 ≤5 Years 6 to 10 Years >10 Years Average director tenure ~5 years FOR INVESTOR USE ONLY

13% 11% 46% 30% 2019 CEO compensation program overview 10 1 Other NEOs receive long - term equity granted in PSUs (60%), RSUs (20%) and Stock Options (20%) 2 Economic profit is referred to internally as Varian Value Added (VVA); see slide 11 for details regarding how we calculate VV A Base Salary Attract and retain talented and skilled senior executives and recognize sustained performance, capabilities, job scope, and experience Annual Cash Incentive Motivate and rewards achievement of annual strategic and financial results that drive stockholder value and provide the foundation for future growth and profitability ► Performance Period: One Year ► Metrics: Economic Profit 2 (80%), Strategic Goals (20%) LTI: Performance Stock Options 1 Reward achievement of long - term financial goals and TSR relative to peers and provide leveraged gains aligned with stockholders ► Performance Period: Three Years ► Metrics: Revenue Growth, EBIT Margin, TSR Modifier LTI: Performance Share Units 1 Reward achievement of long - term financial goals and TSR relative to peers and align with shareholder interests through use of equity ► Performance Period: Three Years ► Metrics: Revenue Growth, EBIT Margin, TSR Modifier 89% Performance - Based Compensation 76% Long - Term Incentive Compensation 100% Long - Term Incentive Performance - Based 1 Reflects ISS support of annual bonus and LTI design that is predominantly based on pre - set performance conditions » Note CEO total target pay is flat from 2018 FOR INVESTOR USE ONLY

2019 compensation program We continued to leverage program changes made in 2018 that were designed to better align incentives with our growth strategy and best practices 11 Component 2019 Program Rationale Annual Cash Incentive Management Incentive Plan ► Economic Profit (80%, measured by VVA) ► Pre - Determined Strategic Goals (20%) x Economic profit metric supports appropriate investment in: 1) R&D to develop products, and 2) CapEx that support long - term growth x Promotes operational efficiencies to drive growth and efficient capital allocation Performance Share Units ► 3 - yr Revenue CAGR & EBIT Margin matrix 1 ► In response to ISS and investor feedback, requires revenue growth to receive a payout starting in 2019 ► 3 - yr TSR Modifier (floor/cap) for top or bottom quartile performance relative to Business Model Peers 2 ► In response to ISS and investor feedback, removed floor/cap for 2020; 2020 modifier will adjust payout by +/ - 25% for top or bottom quartile TSR performance subject to overall payout cap of 200% of target x Performance metrics reflect two primary P&L levers of value creation x Establishing three - year goals at the beginning of the performance period further aligns with long - term performance Performance Stock Options ► Same performance conditions as PSUs ► Granted to the CEO only x Tying 100% of CEO long - term incentive equity awards to achievement of long - term results further strengthens pay and performance alignment Stock Options ► Not granted to the CEO ► Granted to other NEOs RSUs ► Not granted to the CEO ► Granted to other NEOs Items in BOLD BLUE reflect new compensation program features 1 Performance measured against a payout matrix based on revenue growth and EBIT margin, with goals calibrated to the median res ul ts achieved by our Business Model Peers 2 Business Model Peers comprise a set of 48 healthcare industry companies as of fiscal year end 2019 originally selected based on 10 financial performance and scope metrics, including revenue, growth, margins, returns, reinvestment rates, asset intensity, economic profit volatility, and TSR FOR INVESTOR USE ONLY

Sustainability at Varian 12 Extending access to quality healthcare, delivering safe and effective products, and having a beneficial impact on the communities where we operate • Our efforts focus on: − Operational Excellence: growing our business while reducing our environmental impact, maintaining health and safety of our workforce, and managing our human capital − Extending Advanced Care: expanding access globally to advanced treatments and modern innovations to save more lives • Our governance of sustainability and corporate citizenship efforts begins with our Board • We are committed to informative disclosure on our goals and achievements, including reporting our climate data to CDP since 2011 CORPORATE CITIZENSHIP COMMITTEE ( CCC) Established and overseen by General Counsel* and SVP, People & Places Overall responsibility for setting purpose, values, and strategy on risk management and economic, environmental, and social performance Drives Varian’s sustainability program, including climate change management, givin g & volunteerism and diversity & inclusion Includes senior leaders from environmental affairs, finance, HR, facilities, IT, IR, corporate communications, legal, and business unit heads BOARD OF DIRECTORS Oversees the evaluation of Board and Management and ensures that the company follows best environmental, social and governance standards ETHICS AND COMPLIANCE COMMITTEE The environmental team reports annually to the Board on climate change and other environmental issues The CCC links to the Board through the Ethics and Compliance Committee, ensuring consistency and accountability for the sustainability program * General Counsel John W. Kuo acts as Secretary to the Board and also sits on the CCC; See our 2018 Sustainability Report for further information FOR INVESTOR USE ONLY

Sustainability at Varian Operational and innovation highlights 13 1 Improves access to quality care for millions of patients globally 2 Half the weight of a traditional machine 3 Uses half the energy of a traditional machine 4 Requires two thirds less concrete and is self - shielding 5 Uses less SF 6 – a greenhouse gas – than a traditional machine 6 Safe replacement for cobalt currently used in many cancer clinics in low - and middle - income countries Varian’s new Halcyon treatment system helps us extend access to care while emphasizing sustainability through innovative design Advancing sustainable, quality access to care 13 Water Use Greenhouse Gas Emissions Electricity and Natural Gas Water Use 2020 GOAL Reduce carbon footprint/ greenhouse gases a minimum of 25% per dollar sales from 2010 baseline by 2020. PROGRESS Achieved a 23% reduction (tCO 2 e per dollar sales) from 2010 baseline.* 2020 GOAL Reduce electricity and natural gas use a minimum of 20% per dollar sales from 2010 baseline by 2020. PROGRESS Achieved a 22% reduction (kWh per dollar sales) in electricity use and 53% reduction ( MMbtu per dollar sales) in natural gas use from 2010 baseline.* 2020 GOAL Reduce water use a minimum of 20%per dollar sales from 2010 baseline by 2020. PROGRESS Reported a 14% increase in water use (gallons per dollar sales) from 2010 baseline.* Solid Waste H a z a r do u s Waste Landfill 2020 GOAL Reduce solid waste disposal to landfill and achieve a minimum 80% overall diversion rate by 2020. PROGRESS Diverted 26% of solid waste from landfill disposal. * 2020 GOAL Reduce hazardous waste generation by 25% per dollar sales from 2010 baseline by 2020. PROGRESS Achieved 23% decrease (tons per dollar sales) in hazardous waste generated from 2010 baseline.* 2020 GOAL Achieve zero landfill of hazardous waste. 100% recycling, reclamation, and reuse. PROGRESS 6% of hazardous waste was sent off site for recycling / reclamation / treatment or secondary reuse / recovery . 32% - mainly construction waste that cannot be recycled or reused – was sent to landfill. * * 2018 progress; see our 2019 Sustainability Report for further information. Varian named one of America’s Most Just Companies in 2019 by Forbes and JUST Capital in the U.S. for outperforming peers in categories like fair pay, customer treatment and privacy, environmental impact, job creation, community support, ethical leadership and long - term financial growth Ranked #2 in Healthcare Equipment and Services Industry and #32 Overall of 1,000 largest publicly - traded companies » Varian earned an ISS Quality Score of 1 (lowest risk) for environment in 2018 » Varian named one of the Top 100 Most Sustainable US Companies by Barron’s in 2018 and 2019 FOR INVESTOR USE ONLY

Our promise 14 People powering victories Imagine a world without fear of cancer. We do, every day. We innovate new technologies for treating cancer and for connecting clinical teams to advance patient outcomes. Through ingenuity we inspire new victories and empower people in the fight against cancer. We are Varian.

XML

Cover	Dec. 04, 2019
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 04, 2019
Entity File Number	1-7598
Entity Registrant Name	VARIAN MEDICAL SYSTEMS, INC.
Entity Central Index Key	0000203527
Entity Tax Identification Number	94-2359345
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3100 Hansen Way
Entity Address, City or Town	Palo Alto
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94304-1030
City Area Code	650
Local Phone Number	493-4000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $1 par value
Trading Symbol	VAR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false