Varex Imaging Corporation (VREX)
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AGM 2026

Feb 12, 2026

Operator

Good day, and welcome to the Varex Imaging Corporation Annual Meeting. At this time, I'd like to turn the call over to the Chair, Walter Rosebrough. Please go ahead.

Walter Rosebrough
Independent Chair of the Board, Varex Imaging

Good evening, ladies and gentlemen. Welcome to the 2026 Annual Meeting of Stockholders of Varex Imaging Corporation. My name is Walter Rosebrough. I'm the independent chair of Varex's Board of Directors and will chair the meeting. Pleased to be hosting this meeting virtually, which allows a greater number of our stockholders a convenient ability to attend. Let me briefly introduce the other members of the board. Kathleen Bardwell, former Senior Vice President, Regulatory Affairs and Compliance of STERIS, a leading provider of products and services that support patient care, with an emphasis on infection prevention. Dr. Jocelyn Chertoff, former Chair of the Department of Diagnostic Radiology and Vice President of the Regional Radiology Service Line at Dartmouth-Hitchcock Medical Center, a premier New England healthcare system. Timothy Guertin, former President and Chief Executive Officer of Varian Medical Systems, a leading provider of cancer treatment solutions.

Jay Kunkel, former President of Asia and Executive Vice President of Tenneco, one of the world's largest manufacturers of ride performance, and clean air products and systems for automotive and commercial vehicles. Christine Tsingos, the former Executive Vice President and Chief Financial Officer of Bio-Rad, a leader in life science research, and clinical diagnostics. I am CEO Emeritus and former CEO of STERIS. Finally, Sunny Sanyal, who is the President and Chief Executive Officer of Varex. Matthew Martinez, the company's Chief Legal Officer and Corporate Secretary, will act as Secretary of the meeting today. Broadridge Financial Solutions, acting through its representative, Andrew Wilcox, has been appointed to act as Inspector of Elections. Andrew has signed the customary inspector's oath, swearing to the impartial and faithful execution of his duties. Representatives of Deloitte & Touche, our independent auditor, are also present.

As is our custom, we will conduct the business portion of our meeting first, after which we will answer questions in an informal forum, following the completion of the formal part of our meeting. Though we may not be able to answer every question, we will provide responses as best we can at this time. We will address any unanswered questions that comply with our rules of conduct by posting those answers to our website after the meeting. Only validated stockholders may ask questions and may do so in the designated field on the web portal. Mr. Martinez will now establish that the meeting has been duly called and that a quorum is present.

Matthew Martinez
Chief Legal Officer and Corporate Secretary, Varex Imaging

Thank you, Walt. The board selected December 15, 2025, as the Record Date for determining stockholders entitled to vote at this meeting. An affidavit of distribution, attesting to the fact that the notice of meeting and the Proxy Statement were mailed to the stockholders of record, is with the Inspector of Election. As of the Record Date, a total of 41,919,432 shares of common stock were outstanding. The Inspector of Election has informed us that they are represented in person or by proxy, 38,575,226 shares of common stock, or approximately 92% of all shares entitled to vote at this meeting. Therefore, the meeting has been duly called, and we have a quorum.

Walter Rosebrough
Independent Chair of the Board, Varex Imaging

Thanks, Matt. The next order of business is a description of the matters to be voted on at today's meeting. This year, we have 3 proposals. Detailed information on each of these proposals can be found in this year's proxy. The first proposal is to elect 7 directors to serve until the 2027 annual meeting of shareholders. Based on the recommendation of the Nominating and Corporate Governance Committee, the board nominated Kathleen Bardwell, Dr. Jocelyn Chertoff, Timothy Guertin, Jay Kunkel, Walt Rosebrough, Sunny Sanyal, and Christine Tsingos. The company did not receive any other nominations, and as a result, nominations are now closed. The second proposal is to vote to approve, on an advisory basis, the compensation paid to our named executive officers, as described in the proxy statement.

The third and final proposal is to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2026. We will now pause to determine if there are any questions with respect to the proposals. We have not received any questions at this time. Therefore, the polls are now open for any stockholder who wishes to vote. You do not need to vote today unless you are voting for the first time or want to change your previous vote. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote, do not need to take any further action.

The polls are now closed. I would like to call on the Secretary of the meeting for the preliminary report of the Inspector of Election. Matt?

Matthew Martinez
Chief Legal Officer and Corporate Secretary, Varex Imaging

The Inspector of Elections has provided me with his preliminary report. Based upon the preliminary vote totals, Kathleen Bardwell, Jocelyn Chertoff, Timothy Guertin, Walter Rosebrough, Jay Kunkel, Sunny Sanyal, and Christine Tsingos have all been elected to the board of directors of the company to serve until the 2027 annual meeting of stockholders. 2, stockholders have approved, on an advisory basis, the compensation of the named executive officers. 3, stockholders have ratified the appointment of Deloitte & Touche LLP as the company's independent auditor for fiscal year 2026. The final vote tally will be included in a filing with the United States Securities and Exchange Commission within 4 business days and posted on the company's website.

Walter Rosebrough
Independent Chair of the Board, Varex Imaging

Thank you, Matt. This concludes the formal part of our annual meeting of stockholders, which is officially adjourned. We will now address any stockholder questions that have been entered on the web portal. Please note, we will attempt to answer as many questions as time allows, but only questions that are germane to this meeting will be addressed.

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