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) | August 18, 2016 |
| 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 18, 2016, Venkatraman Thyagarajan announced his intention to retire from the Board of Directors (the “Board”) of Varian Medical Systems, Inc. (the “Company”) effective August 20, 2016.
On August 19, 2016, the Board of the Company appointed Judy Bruner to the Board, effective August 20, 2016. Ms. Bruner will serve for a term expiring at the Company’s 2017 Annual Meeting of Stockholders, whereupon she will be eligible for nomination for re-election. It was not immediately determined on which committees of the Board Ms. Bruner would serve. Ms. Bruner is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
In accordance with the Company’s current program for compensation of non-employee directors, if Ms. Bruner continues as a director she will receive a pro-rated annual cash retainer in the amount of $25,000 as of the date of the November 2016 Board meeting and an annual retainer in the amount of $100,000 as of the date of the February 2017 Board meeting. Ms. Bruner may elect to receive the retainer in cash or in the form of the Company’s common stock. In addition, Ms. Bruner will be granted equity compensation in form of shares of the Company’s common stock having a value of $160,000, as determined by the closing stock price on the date of grant. The equity compensation is expected to be granted at the first Compensation and Management Development Committee meeting of the Board following the Company’s 2017 Annual Meeting of Stockholders, provided she continuously serves as a director through the grant date. Ms. Bruner would receive similar awards at subsequent annual meetings, subject to continued service on the Board.
On August 22, 2016, the Company issued a press release regarding Mr. Thyagarajan’s retirement from the Board and Ms. Bruner’s appointment to the Board, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated August 22, 2016 entitled “Judy Bruner Appointed to Board of Directors of Varian Medical Systems; Venkatraman Thyagarajan Retires from Varian Board.”
2
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: August 22, 2016
3
Exhibit 99.1
FOR INFORMATION CONTACT:
Spencer Sias (650) 424-5782
spencer.sias@varian.com
Judy Bruner Appointed to Board of Directors of Varian Medical Systems;
Venkatraman Thyagarajan Retires from Varian Board
PALO ALTO, Calif., August 22, 2016 – Varian Medical Systems, Inc. (NYSE:VAR) today announced that Judy Bruner, retired Executive Vice President, Administration and Chief Financial Officer of SanDisk Corporation, has been appointed to the Varian Board of Directors effective August 20, 2016.
“I am excited that Judy Bruner has joined the Varian board,” said R. Andrew Eckert, Chairman of Varian’s Board of Directors. “She brings a great deal of board experience as well as extensive knowledge in corporate finance and a solid reputation with investors and Wall Street. She is eminently qualified to serve on our board.”
Bruner, 57, served as the chief financial officer for SanDisk from 2004 to this year when it was acquired by Western Digital (NASDAQ:WDC). She also served as senior vice president and chief financial officer for Palm, Inc. from 1999 to 2004. She has held prior management positions in finance and administration with 3Com Corporation, Ridge Computers, Inc. and Hewlett Packard Company. Bruner earned an MBA at the University of Santa Clara in 1986 and a BA in Economics at UCLA in 1980.
Bruner is also a member of the Board of Directors of Brocade Communications, Inc., where she serves as chair of the audit committee, a member of the Board of Directors of Applied Materials and a member of the board of trustees of the Computer History Museum. She also served in the past on the boards of Vermillion, Inc. and SanDisk Corporation, before assuming her executive role there.
Venkatraman Thyagarajan
Venkatraman Thyagarajan (“Thyagi”) has retired from the Varian board effective Aug. 20, 2016 after nearly eight years of service. During his tenure, he served on the board’s audit, nominating and compensation committees.
“Thyagi has been a valuable contributing member of our board and has shared his expertise in particular in Asia’s emerging markets while actively serving as a mentor to our leadership team there,” said Eckert. “We are grateful for his service to the company.”
With Bruner’s appointment and Thyagarajan’s retirement, the Varian Board of Directors will continue to have 10 members.
# # #
About Varian Medical Systems
Varian Medical Systems, Inc., of Palo Alto, California, focuses energy on saving lives by equipping
the world with advanced technology for fighting cancer and for X-ray imaging. The company is the world's leading manufacturer
of medical devices and software for treating cancer and other medical conditions with radiotherapy, radiosurgery, proton therapy
and brachytherapy. The company also supplies informatics software for cancer treatment centers. Varian is a premier supplier of
X-ray imaging components, including tubes, digital detectors, accessories and image processing software and workstations for use
in medical, scientific, and industrial settings, as well as for security and non-destructive testing. Varian Medical Systems
employs approximately 7,700 people who are located at manufacturing sites in North America, Europe, and China and approximately
70 sales and support offices around the world. For more information, visit http://www.varian.com
or follow us on Twitter.