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) | November 22, 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 22, 2019, the Board of Directors of Varian Medical Systems, Inc. (the “Company”) appointed Dr. Michelle Le Beau, Professor of Medicine, University of Chicago, to the Board effective November 27, 2019. In addition, effective November 27, 2019, Dr. Le Beau was appointed to the Ethics & Compliance Committee and the Nominating & Corporate Governance Committee.
Dr. Le Beau 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. Le Beau is eligible to receive an annual cash retainer in the amount of $100,000 and equity compensation in the form of restricted stock units for shares of the Company’s common stock having a value of $180,000. For 2019, Dr. Le Beau will receive a cash retainer of $9,589 and equity compensation in the form of restricted stock units for shares of the Company’s common stock having a value of $15,822, which reflect her partial year of service for 2019. The equity compensation is expected to be granted on February 14, 2020.
On November 27, 2019, the Company issued a press release regarding the appointment of Dr. Le Beau 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.
Exhibit No. | Description | |
99.1 | Press Release entitled “Dr. Michelle Le Beau Named to Varian Board of Directors” dated November 27, 2019. |
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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: November 27, 2019
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