Varex Imaging (NASDAQ: VREX) details 2026 annual meeting vote results

Rhea-AI Filing Summary

Varex Imaging Corporation reported the results of its 2026 annual meeting of stockholders. Stockholders representing 38,575,226 shares, about 92% of shares outstanding and eligible to vote, were present in person or by proxy, establishing a strong quorum.

All seven director nominees — Kathleen L. Bardwell, Jocelyn D. Chertoff, Timothy E. Guertin, Jay K. Kunkel, Walter M. Rosebrough, Jr., Sunny S. Sanyal and Christine A. Tsingos — were elected to serve until the 2027 annual meeting of stockholders.

Stockholders also approved on an advisory basis the compensation of the company’s named executive officers and ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year 2026.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

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UNITED STATES

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 12, 2026

  ___________________________________

VAREX IMAGING CORPORATION

(Exact name of registrant as specified in its charter)

 ___________________________________

Delaware
(State or other jurisdiction of incorporation or organization)
001-37860									81-3434516
(Commission File Number)									(I.R.S. Employer Identification Number)
1678 S. Pioneer Road, Salt Lake City, Utah									84104
(Address of principal executive offices)									(Zip Code)

Registrant’s telephone number, including area code: (801) 972-5000

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))

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			VREX			The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b - 2 of the Securities Exchange Act of 1934. 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 5.07    Submission of Matters to a Vote of Security Holders

The Annual Meeting of the Company was held on February 12, 2026. At the Annual Meeting, a total of 38,575,226 shares of Company common stock, representing approximately 92% of the shares outstanding and eligible to vote and constituting a quorum, were represented in person or by valid proxies. The final results for the votes of the Annual Meeting regarding each proposal voted on at the Annual Meeting are set forth in the following tables. Each of these proposals is described in detail in the Proxy Statement.

Proposal One:

The Company’s stockholders elected Kathleen L. Bardwell, Jocelyn D. Chertoff, Timothy E. Guertin, Jay K. Kunkel, Walter M Rosebrough, Jr., Sunny S. Sanyal and Christine A. Tsingos to serve as directors until the 2027 Annual Meeting of Stockholders:

						For						Against						Abstain						Broker Non-Votes
Kathleen L. Bardwell						34,831,822						167,687						157,652						3,418,065
Jocelyn D. Chertoff						34,075,161						925,048						156,952						3,418,065
Timothy E. Guertin						33,765,580						1,233,864						157,717						3,418,065
Jay K. Kunkel						34,100,816						894,725						161,620						3,418,065
Walter M Rosebrough, Jr.						34,106,635						889,066						161,460						3,418,065
Sunny S. Sanyal						34,822,559						175,719						158,883						3,418,065
Christine A. Tsingos						34,826,622						172,887						157,652						3,418,065

Proposal Two:

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement:

For						Against						Abstain						Broker Non-Votes
33,985,913						1,004,141						167,107						3,418,065

Proposal Three:

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2026:

For						Against						Abstain
38,106,353						301,360						167,513

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.

			VAREX IMAGING CORPORATION
Dated: February 13, 2026			By:			/s/ Matthew A. Martinez
						Matthew A. Martinez
						Chief Legal Officer and Corporate Secretary

FAQ

What was approved at Varex Imaging (VREX) 2026 annual meeting?

Stockholders elected seven directors, approved executive compensation on an advisory basis, and ratified Deloitte & Touche LLP as independent registered public accounting firm for fiscal year 2026, confirming support for governance, pay practices, and the audit relationship.

How many Varex Imaging (VREX) shares were represented at the 2026 meeting?

A total of 38,575,226 shares of Varex Imaging common stock were represented at the annual meeting, about 92% of shares outstanding and eligible to vote, which constituted a quorum and allowed all proposals to be validly considered.

Which directors were elected at Varex Imaging (VREX) 2026 annual meeting?

Stockholders elected Kathleen L. Bardwell, Jocelyn D. Chertoff, Timothy E. Guertin, Jay K. Kunkel, Walter M. Rosebrough, Jr., Sunny S. Sanyal and Christine A. Tsingos as directors, each to serve until the 2027 annual meeting of stockholders, based on majority “for” votes.

Did Varex Imaging (VREX) stockholders approve executive compensation?

Yes. In an advisory “say-on-pay” vote, 33,985,913 shares were cast for the compensation of named executive officers, 1,004,141 against, and 167,107 abstaining, with 3,418,065 broker non-votes, indicating overall support for the company’s executive pay program.

Which auditor did Varex Imaging (VREX) stockholders ratify for 2026?

Stockholders ratified Deloitte & Touche LLP as Varex Imaging’s independent registered public accounting firm for fiscal year 2026, with 38,106,353 votes for, 301,360 against, and 167,513 abstentions, confirming Deloitte & Touche LLP’s continued role as external auditor.

What voting results did Varex Imaging (VREX) directors receive?

Each director nominee received substantially more votes “for” than “against.” For example, Sunny S. Sanyal received 34,822,559 votes for and 175,719 against, while Christine A. Tsingos received 34,826,622 for and 172,887 against, with additional abstentions and broker non-votes.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB