8-K

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) September 10, 2018

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 (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.

Exhibit No.	Description
99.1	Press Release dated September 12, 2018

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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:	John W. Kuo
Title:	Senior Vice President, General Counsel and Corporate Secretary

Dated: September 12, 2018

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EX-99.1

Exhibit 99.1

 

Press Contact

Mark Plungy

Director, Public Relations

+1 (650) 424-5630
mark.plungy@varian.com

Investor Relations Contact

J. Michael Bruff

Senior Vice President, Investor Relations

+1 (650) 424-5163
investors@varian.com

FOR IMMEDIATE RELEASE

Dr. Jeff Balser Named to Varian Board of Directors

PALO ALTO, Calif. — September 12, 2018 — Varian (NYSE: VAR) today announced that Jeffrey R. Balser, MD, PhD, president and chief executive officer at Vanderbilt University Medical Center and dean of Vanderbilt University School of Medicine, has been appointed to the Varian Board of Directors, effective October 1, 2018.

“We are very pleased that Jeff Balser has joined the Varian board,” said R. Andrew Eckert, chairman of Varian’s Board of Directors. “Jeff brings to Varian a diverse and proven skill set as a physician, scientist and businessman. We look forward to his contributions in assisting Varian’s transformation from the leader in radiation therapy to the leader in cancer care solutions.”

“Varian has a well-earned reputation as a strong mission-driven company developing and delivering innovative cancer care solutions,” said Dr. Balser. “I look forward to working with my fellow Board members and the Varian team to continue the company’s growth efforts in creating a world without the fear of cancer.”

Dr. Balser, 56, has served as the president and CEO of Vanderbilt University Medical Center since 2016 and the dean of Vanderbilt University School of Medicine since 2008. During this time, he has led the Medical Center through a period of increased service volume with major inpatient expansions of the children’s hospital and the adult critical care areas. Dr. Balser earned his medical and PhD degrees from Vanderbilt University and completed his residency and fellowship training at The Johns Hopkins Hospital. Additionally, he earned a Bachelor of Science degree in Engineering from Tulane University.

About Varian
Varian is a leader in developing and delivering cancer care solutions and is focused on creating a world without fear of cancer. Headquartered in Palo Alto, California, Varian employs approximately 7,000 people around the world. For more information, visit http://www.varian.com and follow @VarianMedSys on Twitter.

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