Varex Imaging Corporation

10/29/2026 | Press release | Distributed by Public on 10/29/2026 07:12

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders
On October 28, 2026, Varex Imaging Corporation, a Delaware corporation (the "Company"), held a special meeting of stockholders (the "Special Meeting") to consider certain proposals related to the Agreement and Plan of Merger, dated as of August 10, 2026 (the "Merger Agreement"), by and among the Company, Teledyne Technologies Incorporated, a Delaware corporation ("Parent"), and Detect Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"). The Merger Agreement provides for the acquisition of the Company by Parent by means of a merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent.
As of the close of business on September 16, 2026, the record date for the Special Meeting, there were 42,463,446 shares of the Company's common stock, par value $0.01 per share ("Company Common Stock"), outstanding and entitled to vote at the Special Meeting, each of which was entitled to one vote per share with respect to each proposal voted on at the Special Meeting. Based on the preliminary voting results, a total of 32,533,124 shares of Company Common Stock were present or represented by proxy at the Special Meeting, representing approximately 77% of the outstanding shares of Company Common Stock entitled to vote, which constituted a quorum to conduct business at the Special Meeting.
At the Special Meeting, the Company's stockholders considered the following proposals, each as described in the definitive proxy statement on Schedule 14A related to the Special Meeting that was filed by the Company with the Securities and Exchange Commission (the "SEC") on September 21, 2026, as supplemented by the additional definitive proxy soliciting materials filed by the Company with the SEC on October 22, 2026: (1) to adopt the Merger Agreement, by and among the Company, Parent and Merger Sub; (2) to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the "Compensation Proposal"); and (3) to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the "Adjournment Proposal").
The preliminary voting results for the proposal to adopt the Merger Agreement and for the Compensation Proposal are described below and both proposals were approved. There were no recorded broker non-votes. The Adjournment Proposal was not submitted to the Company's stockholders for approval at the Special Meeting because there was a quorum present at the Special Meeting and there were sufficient votes to approve the proposal to adopt the Merger Agreement. The Company will file an amendment to this Current Report on Form 8-K once the final voting results are available.
For Against Abstain
Proposal 1: Adoption of the Merger Agreement 32,425,422 30,031 77,671
Proposal 2: The Compensation Proposal 25,087,617 7,406,846 38,661
Pursuant to the terms of the Merger Agreement, consummation of the Merger remains subject to various closing conditions, including, among others, (1) the receipt of required regulatory approvals and expiration of applicable waiting periods, including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and clearance under applicable foreign merger control laws and foreign investment laws; and (2) the absence of any order, judgment, injunction, or determination of a governmental entity or applicable law preventing or prohibiting the consummation of the Merger. Each party's obligation to consummate the Merger is also subject to certain additional conditions, including the accuracy of the other party's representations and warranties contained in the Merger Agreement (subject to certain qualifiers), the other party's compliance with its covenants and agreements contained in the Merger Agreement in all material respects to the extent such covenants and agreements are required to be performed or complied with by such party prior to or at the closing, and the other party's delivery of a customary officer's certificate. In addition, Parent's obligation to consummate the Merger is subject to the absence of any Company Material Adverse Effect (as defined in the Merger Agreement) having occurred with respect to the Company since the date of the Merger Agreement.
Varex Imaging Corporation published this content on October 29, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 29, 2026 at 13:12 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]