Current Report Filing (8-k)
September 12 2018 - 8:17AM
Edgar (US Regulatory)
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)
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September 10, 2018
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VARIAN
MEDICAL SYSTEMS, INC.
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(Exact Name of Registrant as Specified in its Charter)
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Delaware
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1-7598
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94-2359345
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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3100 Hansen Way, Palo Alto, CA
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94304-1030
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code
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(650) 493-4000
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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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):
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
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.
¨
Item 5.02.
Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
.
On September 10, 2018, the Board
of Directors of Varian Medical Systems, Inc. (the “Company”) appointed Dr. Jeffrey R. Balser, President and Chief Executive
Officer of Vanderbilt University Medical Center and Dean of Vanderbilt University School of Medicine, to the Board effective October
1, 2018. The size of the Board of Directors was increased to ten, effective October 1, 2018, in connection with Dr. Balser’s
election.
The Board did not determine on
which committees of the Board Dr. Balser would serve. Dr. Balser 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, Dr. Balser is eligible to receive an annual cash retainer in the amount
of $100,000 and equity compensation in the form of shares of the Company’s common stock having a value of $165,000. For 2018,
Dr. Balser will receive a cash retainer of $25,205 and equity compensation in the form of shares of the Company’s common
stock having a value of $41,589, which reflect his partial year of service for 2018 until the Company’s 2019 Annual Meeting
of Stockholders. The equity compensation is expected to be granted on November 15, 2018.
On September 12, 2018, the Company
issued a press release regarding the appointment of Dr. Balser to the Board, a copy of which is attached as Exhibit 99.1 and incorporated
by reference.
Item 9.01.
Financial Statements and Exhibits
.
(d) Exhibits.
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.
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Varian Medical Systems, Inc.
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By:
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/s/ John W. Kuo
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Name:
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John
W. Kuo
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Title:
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Senior Vice President,
General Counsel and Corporate Secretary
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Dated: September 12, 2018
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