SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|Date of report (Date of earliest event reported)
||November 16, 2018|
|VARIAN MEDICAL SYSTEMS, INC.|
|(Exact Name of Registrant as Specified in its Charter)|
|(State or Other Jurisdiction
|3100 Hansen Way, Palo Alto, CA
|(Address of Principal Executive Offices)
|Registrant's telephone number, including area code
|(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
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 November 16, 2018, the Board
of Directors of Varian Medical Systems, Inc. (the “Company”) appointed Anat Ashkenazi, Senior Vice President, Controller
and Chief Financial Officer, Lilly Research Labs, to the Board effective December 1, 2018. The size of the Board of Directors was
increased to ten, effective December 1, 2018, in connection with Ms. Ashkenazi’s appointment. The Board also appointed Ms.
Ashkenazi to the Audit Committee and the Ethics and Compliance Committee effective December 1, 2018. Ms. Ashkenazi 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, Ms. Ashkenazi 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, Ms. Ashkenazi will receive a cash retainer of $8,493 and equity compensation in the form of shares of the Company’s
common stock having a value of $14,014, which reflect her partial year of service for 2018 until the Company’s 2019 Annual
Meeting of Stockholders. The equity compensation is expected to be granted on February 15, 2019.
On November 20, 2018, the Company
issued a press release regarding the appointment of Ms. Ashkenazi to the Board, a copy of which is attached as Exhibit 99.1 and
incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
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.|
||/s/ John W. Kuo|
||John W. Kuo|
||Senior Vice President, General Counsel and Corporate Secretary|
Dated: November 20, 2018