SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 13, 2020, John W. Kuo, Senior Vice President, General Counsel and Corporate Secretary of Varian Medical Systems, Inc. (the “Company”), and a named executive officer, informed the Company that he will be retiring from the Company effective May 22, 2020.
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 13, 2020 (the “Stockholders’ Meeting”). The Company’s stockholders voted on the following four proposals at the Stockholders’ Meeting and cast their votes as set forth in the following tables. Each of these proposals is described in detail in the Company’s Proxy Statement.
Proposal One:
Elect the following individuals as directors for one-year terms ending with the 2021 Annual Meeting of Stockholders:
| For | Against | Abstain | Broker Non-Votes | |
| Anat Ashkenazi | 73,745,342 | 331,351 | 81,271 | 6,219,764 |
| Jeffrey R. Balser | 72,806,572 | 1,267,807 | 83,585 | 6,219,764 |
| Judy Bruner | 72,909,253 | 1,172,781 | 75,930 | 6,219,764 |
| Jean-Luc Butel | 71,795,625 | 2,280,980 | 81,359 | 6,219,764 |
| Regina E. Dugan | 73,827,885 | 252,834 | 77,245 | 6,219,764 |
| R. Andrew Eckert | 71,246,078 | 2,833,175 | 78,711 | 6,219,764 |
| Phillip G. Febbo | 73,807,341 | 268,689 | 81,934 | 6,219,764 |
| David J. Illingworth | 73,202,114 | 876,935 | 78,915 | 6,219,764 |
|
Michelle M. Le Beau |
73,883,334 |
198,374 |
76,256 |
6,219,764 |
| Dow R. Wilson | 73,820,542 | 262,134 | 75,108 | 6,219,764 |
Proposal Two:
Approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers:
| For | Against | Abstain | Broker Non-Votes |
| 68,409,604 | 5,598,862 | 149,498 | 6,219,764 |
Proposal Three:
Approve the Varian Medical Systems, Inc. 2010 Employee Stock Purchase Plan, as amended:
| For | Against | Abstain | Broker Non-Votes |
| 73,718,446 | 339,864 | 99,654 | 6,219,764 |
Proposal Four:
Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2020:
| For | Against | Abstain | Broker Non-Votes (1) |
| 76,828,861 | 3,426,547 | 122,320 | — |
(1) 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.
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 Corporate Secretary | |
Dated: February 20, 2020