Varex Imaging Shareholders Approve Teledyne Merger Agreement

Key Points

• Varex Imaging shareholders approved Teledyne Technologies’ proposed merger, satisfying a key condition for the transaction. Varex will become a wholly owned Teledyne subsidiary, with Varex continuing as the surviving corporation.
• About 32.53 million shares—approximately 77% of eligible shares—were represented at the special meeting, establishing a quorum. Shareholders also approved, on a non-binding basis, merger-related executive compensation.
• Varex said final voting results will be filed with the SEC within four business days and posted on its website.

Stockholders of Varex Imaging NASDAQ: VREX approved the company’s proposed merger with Teledyne Technologies Incorporated at a special meeting, clearing a key shareholder-vote requirement for the transaction.

Under the Agreement and Plan of Merger dated Aug. 10, 2026, Detect Merger Sub Inc., a wholly owned subsidiary of Teledyne, will merge with and into Varex. Varex will continue as the surviving corporation and become a wholly owned subsidiary of Teledyne.

Varex Independent Chair Walt Rosebrough chaired the virtual special meeting. He said the virtual format was intended to provide stockholders with a more convenient opportunity to attend.

Shareholders Approve Merger Agreement

Matthew Martinez, Varex’s chief legal officer and corporate secretary, reported that 42.46 million shares of common stock were outstanding as of the Sept. 16, 2026, record date. A total of 32.53 million shares, representing about 77% of shares entitled to vote, were represented in person or by proxy.

Because holders of a majority of the outstanding shares entitled to vote were represented, the company established a quorum for the meeting.

Martinez said the preliminary vote results showed that holders of a majority of Varex’s outstanding common shares entitled to vote adopted the merger agreement. The proposal required approval by the holders of a majority of the outstanding shares entitled to vote.

The company’s board had recommended that stockholders vote in favor of the merger agreement.

Executive Compensation Proposal Also Approved

Stockholders also approved, on a non-binding advisory basis, compensation that may be paid or become payable to Varex’s named executive officers in connection with the merger agreement and related transactions.

The board likewise recommended approval of that advisory compensation proposal.

A third proposal would have allowed the company to adjourn the special meeting, if needed, to seek additional proxies in the event there were insufficient votes to adopt the merger agreement. Varex said that proposal was not submitted for a vote because sufficient votes to approve the merger agreement had already been received before the meeting began.

Final Results to Be Filed

Martinez said the final vote tally will be included in a filing with the U.S. Securities and Exchange Commission within four business days and will also be posted on Varex’s website.

Following the preliminary voting report, Rosebrough adjourned the special meeting. No other business was considered.

About Varex Imaging (NASDAQ:VREX)

Varex Imaging Corporation develops and manufactures X-ray imaging components used in medical, industrial, and security applications. Its products are incorporated into systems that support diagnostic imaging, radiation therapy, baggage inspection, cargo screening, and other imaging processes.

The company's product portfolio includes X-ray tubes, digital detectors, image-processing software, high-voltage connectors, and other components for X-ray imaging systems. Varex also provides software and services designed to support image quality, system performance, and equipment integration.

Varex serves equipment manufacturers and other customers worldwide, with applications spanning healthcare, industrial inspection, and security screening.

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