Varex Imaging Stockholders Reelect Directors, Back Pay Plan and Deloitte at 2026 Virtual AGM

Key Points

• At its 2026 virtual annual meeting, stockholders reelected all seven director nominees, approved the advisory vote on named executive officer compensation, and ratified Deloitte & Touche LLP as the company’s independent auditor for fiscal 2026.
• About 38.6 million shares — roughly 92% of outstanding common stock — were represented, establishing a quorum; the company said final vote tallies will be filed with the SEC within four business days.
• The meeting was held online to broaden access, with Broadridge serving as inspector of elections and validated stockholders submitting questions via the company’s web portal.

Varex Imaging NASDAQ: VREX held its 2026 Annual Meeting of Stockholders in a virtual format, led by independent board chair Walter Rosebrough. Rosebrough said the company continued to host the meeting online to allow more stockholders a convenient way to attend.

Board and meeting administration

Rosebrough introduced the directors and executives participating in the meeting, including board members Kathleen Bardwell, Dr. Jocelyn Chertoff, Timothy Guertin, Jay Kunkel, Christine Tsingos, and President and CEO Sunny Sanyal. Rosebrough also noted that Matthew Martinez, Varex’s chief legal officer and corporate secretary, served as secretary of the meeting.

Broadridge Financial Solutions, through representative Andrew Wilcox, was appointed inspector of elections, and representatives of Deloitte & Touche, the company’s independent auditor, were also present.

Management stated that the company would conduct the formal business portion first, followed by an informal Q&A. The company said only validated stockholders could submit questions via the web portal and that any unanswered questions that complied with the rules of conduct would be addressed on the company’s website after the meeting.

Record date, shares outstanding, and quorum

Martinez said the board selected Dec. 15, 2025, as the record date for determining stockholders entitled to vote at the meeting. He also reported that, as of the record date, 41,919,432 shares of common stock were outstanding.

According to the inspector of elections, 38,575,226 shares were represented in person or by proxy, or approximately 92% of shares entitled to vote, which the company said established a quorum and that the meeting had been duly called.

Proposals presented to stockholders

Rosebrough outlined three proposals submitted for stockholder consideration, noting that additional details were available in the company’s proxy materials:

• Director elections: Election of seven directors to serve until the 2027 annual meeting. The board nominated Kathleen Bardwell, Dr. Jocelyn Chertoff, Timothy Guertin, Jay Kunkel, Walter Rosebrough, Sunny Sanyal, and Christine Tsingos. Rosebrough said the company did not receive any other nominations and that nominations were closed.
• Advisory vote on executive compensation: A non-binding vote to approve compensation paid to named executive officers as described in the proxy statement.
• Auditor ratification: Ratification of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal year 2026.

After pausing for questions on the proposals, the company indicated it had not received any at that time. Stockholders were then given the opportunity to vote via the web portal, including those who had not yet voted or wished to change a prior vote. The polls were subsequently closed.

Preliminary voting results and next steps

Martinez delivered a preliminary report from the inspector of elections. Based on preliminary vote totals, stockholders elected all seven director nominees—Bardwell, Chertoff, Guertin, Kunkel, Rosebrough, Sanyal, and Tsingos—to serve until the 2027 annual meeting.

Stockholders also approved, on an advisory basis, the compensation of the named executive officers and ratified Deloitte & Touche LLP as the company’s independent auditor for fiscal year 2026, according to the preliminary results provided during the meeting.

The company said the final vote tally would be included in a filing with the U.S. Securities and Exchange Commission within four business days and posted on the company’s website. Rosebrough then formally adjourned the business portion of the annual meeting, and the company moved to addressing stockholder questions submitted through the web portal.

About Varex Imaging NASDAQ: VREX

Varex Imaging Corporation is a global provider of X-ray imaging components and solutions for the medical, security and industrial markets. The company designs, develops and manufactures a broad range of products that convert X-ray energy into high-resolution digital images. Its portfolio includes X-ray tubes, flat panel detectors, digital sensors, specialty radiographic tubes and related software, all engineered to meet the demanding requirements of original equipment manufacturers (OEMs) in diagnostic imaging, computed tomography (CT), fluoroscopy, mammography, dental radiography and non-destructive testing applications.

The company's medical imaging offerings support a wide spectrum of clinical modalities, from portable radiography systems to advanced CT scanners, enhancing image quality and dose efficiency for healthcare providers.

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