Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 2, 2020, the Board of Directors (the "Board") of Varex Imaging
Corporation (the "Company"), in accordance with Section 3.2 of the Company's
Bylaws, increased the size of the Board from seven to eight directors and
appointed Timothy E. Guertin to serve on the Board, effective September 2, 2020.
In addition, Mr. Guertin has been appointed to serve on the Compensation and
Management Development Committee of the Board and the Nominating and Corporate
Governance Committee of the Board, effective September 2, 2020. There is no
arrangement or understanding between Mr. Guertin and any other person pursuant
to which Mr. Guertin was selected as a director. Mr. Guertin is not a party to
any current or proposed transaction with the Company for which disclosure is
required under Item 404(a) of Regulation S-K.
In accordance with the Company's current program for compensation of
non-employee directors, Mr. Guertin will receive an annual cash retainer in the
amount of $65,000 for his service on the Board, $8,000 for his service on the
Compensation and Management Development Committee, and $7,000 for his service on
the Nominating and Corporate Governance Committee. In addition, Mr. Guertin will
be granted equity compensation in the form of shares of the Company's common
stock having a value of $160,000 as of the date of grant. For 2020, both the
annual cash retainer and equity compensation will be prorated for his period of
service.
On September 3, 2020, the Company issued a press release announcing the
appointment of Mr. Guertin to the Board, a copy of which is attached as Exhibit
99.1 and incorporated by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated September 3, 2020 entitled "Varex Names Timothy E.
Guertin to Board of Directors"
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