Attached files
| file | filename |
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| EX-99.1 - VARIAN MEDICAL SYSTEMS INC | v211186_ex99-1.htm |
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
10, 2011
|
|
VARIAN
MEDICAL SYSTEMS, INC.
|
|
(Exact
Name of Registrant as Specified in its
Charter)
|
|
Delaware
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1-7598
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94-2359345
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
3100
Hansen Way, Palo Alto, CA
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94304-1030
|
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(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
10, 2011 (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 2014 Annual Meeting of
Stockholders by the votes
set forth in the following table:
|
For
|
Withheld
|
Broker Non-Votes
|
|
|
Susan L.
Bostrom
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89,193,366
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1,472,166
|
10,566,015
|
|
Richard M.
Levy
|
89,076,748
|
1,588,784
|
10,566,015
|
|
Venkatraman
Thyagarajan
|
90,161,061
|
504,471
|
10,566,015
|
Directors John Seely Brown, R. Andrew Eckert, Timothy E. Guertin, Mark R.
Laret, David W. Martin, Jr., and
Ruediger Naumann-Etienne
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
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Abstain
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Broker Non-Votes
|
|
|
87,243,303
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2,820,329
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601,900
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10,566,015
|
Proposal
Three:
The stockholders voted, on an advisory
(non-binding) basis, to hold an advisory (non-binding) vote on the compensation of the Company’s named executive
officers executive on an annual
basis, by the votes set forth in the following table:
|
One-Year
Frequency
Vote
|
Two-Year
Frequency
Vote
|
Three-Year
Frequency
Vote
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Abstain
|
Broker
Non-Votes
|
|
68,748,766
|
890,132
|
20,540,697
|
485,937
|
10,566,015
|
The Compensation and Management
Development Committee and the full Board of Directors have considered the
outcome of this vote and determined to implement an annual advisory vote
on the compensation of the Company’s named executive officers.
Proposal
Four:
The appointment of PricewaterhouseCoopers
LLP as the Company’s
independent registered
public accounting firm for fiscal year 2011 was ratified, by the votes set
forth in the following table:
|
For
|
Against
|
Abstain
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Broker Non-Votes (1)
|
|
|
98,372,701
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2,765,954
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92,892
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0
|
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(1)
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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.
|
|
Item
8.01.
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Other
Information
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On
February 14, 2011, the Company announced that its Board of Directors has
authorized the Company to repurchase 12 million shares of its common stock
through the end of its fiscal year 2012. These repurchases are in
addition to the 4.5 million shares available for repurchase under an
existing authorization that extends through the end of the Company’s current
fiscal year. The Company’s Board of Directors has also specifically
authorized the Company to enter into an accelerated share repurchase program
under which the Company could repurchase up to $300 million of its common
stock. A copy of the press release entitled “Varian Medical Systems
Board of Directors Authorizes Repurchase of Additional 12 Million Shares of
Stock through Fiscal Year 2012; Additional Accelerated Share Repurchase Program”
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 14, 2011 entitled “Varian Medical Systems Board of
Directors Authorizes Repurchase of Additional 12 Million Shares of Stock through
Fiscal Year 2012; Additional Accelerated Share Repurchase Program.”
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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|||
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By:
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/s/ John W. Kuo | ||
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Name: John
W. Kuo
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|||
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Title: Corporate
Vice President, General Counsel and Secretary
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|||
Dated: February
14, 2011
EXHIBIT
INDEX
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Number
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Exhibit
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99.1
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Press Release dated
February 14, 2011 entitled “Varian Medical Systems Board of Directors
Authorizes Repurchase of Additional 12 Million Shares of Stock through
Fiscal Year 2012; Additional Accelerated Share Repurchase
Program.”
|