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) | February 20, 2014 |
| 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))
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Annual Meeting of Stockholders of Varian Medical Systems, Inc. (the “Company”) was held on February 20, 2014 (the “Stockholders’ Meeting”). The Company’s stockholders voted on the following four proposals at the Stockholders’ Meeting and cast their votes as follows:
Proposal One:
The following individuals were elected to serve as directors for three-year terms ending with the 2017 Annual Meeting of Stockholders by the votes set forth in the following table:
| For | Withheld | Broker Non-Votes | ||||||||||
| Susan L. Bostrom | 78,702,035 | 3,211,241 | 8,103,482 | |||||||||
| Regina E. Dugan | 79,939,467 | 1,973,809 | 8,103,482 | |||||||||
| Venkatraman Thyagarajan | 78,862,758 | 3,050,518 | 8,103,482 | |||||||||
| Dow R. Wilson | 78,936,743 | 2,976,533 | 8,103,482 | |||||||||
Directors R. Andrew Eckert, Timothy E. Guertin, David J. Illingworth, Mark R. Laret, Ruediger Naumann-Etienne and Erich R. Reinhardt continued in office following the Stockholders’ Meeting.
Proposal Two:
The stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, by the votes set forth in the following table:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 76,400,920 | 5,187,311 | 325,045 | 8,103,482 | |||||||||||
Proposal Three:
The stockholders approved the Company’s Management Incentive Plan, by the votes set forth in the following table:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 75,681,305 | 5,960,347 | 271,624 | 8,103,482 | |||||||||||
Proposal Four:
The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2014 was ratified, by the votes set forth in the following table:
| For | Against | Abstain | Broker Non-Votes(1) | |||||||||||
| 87,863,685 | 1,951,084 | 201,989 | -- | |||||||||||
| (1) | Pursuant 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. |
| 2 |
Proposal Five:
The stockholders approved an amendment to the Company’s Certificate of Incorporation to declassify the Board of Directors, by the votes set forth in the following table:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 81,111,325 | 278,471 | 523,480 | 8,103,482 | |||||||||||
Proposal Six:
The stockholders approved an amendment to the Company’s Certificate of Incorporation to eliminate cumulative voting for directors, by the votes set forth in the following table:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 76,329,993 | 5,264,833 | 318,450 | 8,103,482 | |||||||||||
| Item 8.01. | Other Events. |
On February 20, 2014, Varian Medical Systems, Inc. announced that: “R. Andrew Eckert Elected Chairman of Board of Directors of Varian Medical Systems.” A copy of the press release is attached as Exhibit 99.1 and incorporated by reference into this item.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
99.1 Press Release dated February 20, 2014 entitled “R. Andrew Eckert Elected Chairman of Board of Directors of Varian Medical Systems.”
| 3 |
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: | John W. Kuo | |
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |
Dated: February 25, 2014
| 4 |
EXHIBIT INDEX
| Number | Exhibit |
| 99.1 | Press Release dated February 20, 2014 entitled “R. Andrew Eckert Elected Chairman of Board of Directors of Varian Medical Systems.” |
Exhibit 99.1
| FOR INFORMATION CONTACT: | |
| Spencer Sias (650) 424-5782 | |
| spencer.sias@varian.com |
R. Andrew Eckert Elected Chairman of Board of Directors of Varian Medical Systems
PALO ALTO, Calif., February 20, 2014 – Varian Medical Systems, Inc. (NYSE:VAR) today announced that R. Andrew Eckert has been elected as Chairman of the Board of Directors for the Company effective as of the end of the Company’s Annual Meeting of Stockholders on February 20, 2014. Eckert is succeeding Richard M. Levy, 74, who is retiring after serving as board chairman for the Company since 2002, as a member of the board since 1999 and as CEO for the Company from 1999 to 2006.
Eckert, 52, has served on the board of Varian Medical Systems since 2004, and has served in the capacity of independent lead director since 2012. He is CEO of CRC Health Corporation and has served previously as CEO for several healthcare and software companies, including Eclipsys Corporation, SumTotal Systems, Inc., and ADAC Laboratories. Eckert is recognized for his knowledge of Varian and his extensive experience serving in medical imaging and healthcare information management as well as his expertise in operational, financial, strategic planning, product development and marketing matters.
“We are grateful for the leadership and energy that Dick Levy has given to Varian during a more than 45-year career here,” said Eckert. “Under Dick’s guidance, the Company established itself as the world’s leading innovator and supplier of products for treating cancer with radiation oncology. Furthermore, the Company has capitalized on components technology developed under Dick’s leadership to advance the science and benefits of X-ray imaging. Dick has made an indelible mark on the Company and on the world and it has been an honor for all of us to work with him.”
With Levy’s retirement, the Varian Board of Directors has ten members.
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About Varian Medical Systems
Varian Medical Systems, Inc., of Palo Alto, California, is the world's leading manufacturer of medical devices and software for treating cancer and other medical conditions with radiotherapy, radiosurgery, and brachytherapy. The company supplies informatics software for managing comprehensive cancer clinics, radiotherapy centers and medical oncology practices. Varian is a premier supplier of tubes and digital detectors for X-ray imaging in medical, scientific, and industrial applications and also supplies X-ray imaging products for cargo screening and industrial inspection. Varian Medical Systems employs approximately 6,400 people who are located at manufacturing sites in North America, Europe, and China and 72 sales and support offices around the world. For more information, visit http://www.varian.com or follow us on Twitter.