tm2225010-1_def14a - none

DEF 14A 1 tm2225010-1_def14a.htm DEF 14A tm2225010-1_def14a - none - 18.4219789s

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

VAREX IMAGING CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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December 28, 2022

Dear Stockholder:

You are cordially invited to attend Varex Imaging Corporation’s 2023 Annual Meeting of Stockholders on Thursday, February 9, 2023 at 5:30 p.m. Mountain Time. The meeting will be a virtual meeting of stockholders, which will be conducted via a live audio webcast. You will be able to attend the meeting, submit your questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/VREX2023. Specific instructions for accessing and participating in the meeting are provided in the notice, proxy card, or voting instruction form you received. The Secretary’s formal notice of the meeting and the Proxy Statement appear on the following pages and describe the matters to be acted upon at the Annual Meeting.

We hope that you can join us. However, whether or not you plan to attend, please vote your shares as soon as possible so that your vote will be counted.

Sincerely,

Ruediger Naumann-Etienne, PhD
Chairman of the Board

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Varex Imaging Corporation
1678 S. Pioneer Road
Salt Lake City, Utah 84104

December 28, 2022

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS
AND PROXY STATEMENT

Varex Imaging Corporation will hold its 2023 Annual Meeting of Stockholders on Thursday, February 9, 2023 at 5:30 p.m. Mountain Time. The meeting will be a virtual meeting of stockholders, which will be conducted via a live audio webcast. You will be able to attend the meeting, submit your questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/VREX2023.

This Annual Meeting is being held for the following purposes:

to elect seven directors to serve until the 2024 Annual Meeting of Stockholders;

to approve, on an advisory basis, the compensation of our named executive officers as described in the accompanying Proxy Statement;

to ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for fiscal year 2023; and

to transact any other business that properly comes before the Annual Meeting.

The Board of Directors has selected December 12, 2022 as the record date for determining stockholders entitled to vote at the Annual Meeting. A list of stockholders as of that date will be available for inspection during ordinary business hours at our principal executive offices at 1678 S. Pioneer Road, Salt Lake City, Utah 84104 for 10 days before the Annual Meeting. If you would like to view the list, please contact us to schedule an appointment by calling (801) 978-5447 and leave a message.

Except for those stockholders that have already requested printed copies of our proxy materials, we are furnishing our proxy materials for this Annual Meeting to you through the Internet. On or about December 28, 2022, we mailed or emailed to stockholders as of the record date a Notice of Internet Availability of Proxy Materials (the “Notice”). If you received a Notice by mail or email, you will not receive a printed copy of the proxy materials unless you specifically request one. Instead, the Notice explains how to access and review on the Internet all of the important information contained in our Proxy Statement and in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022 (sometimes also referred to herein as the “Annual Report”), as well as how to submit your proxy over the Internet. We believe that mailing or emailing the Notice and posting other materials on the Internet allows us to provide you with the information you need more quickly while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. If you received the Notice and would still like to receive a printed copy of our proxy materials, you may request a printed copy of the proxy materials through the Internet at www.proxyvote.com; by telephone at 1-800-579-1639; or by sending an email to sendmaterial@proxyvote.com.

Whether or not you plan to attend the Annual Meeting, please vote your shares as soon as possible in accordance with the instructions provided to you to ensure that your vote is counted at the Annual Meeting.

By Order of the Board of Directors,

[MISSING IMAGE: sg_kimberleyhoneysett-bw.jpg]

Kimberley E. Honeysett
Corporate Secretary

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	Page
PROXY SUMMARY		1
GENERAL INFORMATION		4
VIRTUAL MEETING PHILOSOPHY		10
PROPOSAL ONE – ELECTION OF DIRECTORS		11
Our Board; Selection of Nominees		11
Director Qualifications Matrix		16
Governance of the Company		16
Board Committees and Committee Meetings		21
Environmental, Social and Governance Matters		24
PROPOSAL TWO – ADVISORY VOTE TO APPROVE OUR EXECUTIVE COMPENSATION		27
Background to the Advisory Vote		27
Required Vote		27
Next Say-on-Pay and Say-on-Frequency Advisory Votes		27
PROPOSAL THREE – RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		28
Ratification of the Independent Auditors		28
Required Vote		28
AUDIT COMMITTEE MATTERS		29
Change in Auditor		29
Remediation Efforts of Previously Disclosed Material Weakness		30
Policy on Audit Committee Pre-Approval of Services of Independent Registered Public Accounting Firm		30
Principal Accountant Fees and Services		31
AUDIT COMMITTEE REPORT		32
STOCK OWNERSHIP		33
Beneficial Ownership of Certain Stockholders, Directors and Executive Officers		33
Delinquent Section 16(a) Reports		34
EXECUTIVE COMPENSATION		35
Compensation Discussion and Analysis		35
Background		35
Business Highlights		35

SEC Form DEF 14A filed by Varex Imaging Corporation