Varex Imaging Corp

1. 1

   Adoption of the Merger Agreement

   ManagementBoard: FOR

   Approve and adopt the Agreement and Plan of Merger dated August 10, 2026, under which Teledyne Technologies Incorporated’s wholly owned subsidiary will merge with Varex, with Varex surviving as Teledyne’s wholly owned subsidiary and Varex stockholders receiving $18.90 in cash per share, subject to applicable withholding taxes and appraisal rights.

   More detail

   The proposal asks stockholders to adopt the merger agreement with Teledyne Technologies and its wholly owned merger subsidiary. If approved and the other closing conditions are satisfied, Merger Sub will merge into Varex, Varex will survive as a wholly owned Teledyne subsidiary, and Varex common stock will cease to be publicly traded. Stockholders would receive $18.90 in cash per share, less applicable withholding taxes, unless they properly perfect appraisal rights. Approval requires the affirmative vote of a majority of all outstanding shares entitled to vote, making abstentions, failures to vote, and broker non-votes effectively adverse to the proposal. The Board unanimously approved the transaction and recommends voting FOR it. The Board emphasized the approximately 52% premium to Varex’s unaffected August 7, 2026 closing price and additional premiums to recent volume-weighted average prices. It also relied on Evercore’s opinion that the consideration was fair from a financial point of view, while noting that Evercore’s opinion was not itself a recommendation. The Board considered Varex’s standalone plan, alternative strategic buyers, execution and regulatory risks, and the targeted market check, and concluded that no alternative was reasonably likely to deliver greater value. The all-cash structure provides immediate liquidity and certainty of value but eliminates stockholders’ participation in Varex’s future growth. Completion remains subject to regulatory clearances, absence of injunctions, accuracy of representations, covenant compliance, and other customary closing conditions.

2. 2

   The Compensation Proposal

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Varex’s named executive officers and that is based on or otherwise relates to the merger agreement and related transactions.

   More detail

   The proposal asks stockholders to approve, on an advisory and non-binding basis, merger-related compensation payable to Varex’s named executive officers. The resolution covers compensation disclosed under Item 402(t) of Regulation S-K, including cash severance, accelerated or cashed-out equity awards, and certain benefits. The filing identifies estimated total payments of $16.99 million for Sunny S. Sanyal, $6.10 million for Shubham Maheshwari, $3.59 million for Andrew J. Hartmann, $3.52 million for Mark S. Jonaitis, and $1.15 million in equity-related amounts for former executive Kimberley E. Honeysett, subject to the stated assumptions and conditions. Equity award acceleration is generally single-trigger upon completion of the Merger, while severance and COBRA benefits generally require a qualifying termination following the transaction. The Change in Control Agreements provide severance multiples of 2.5 times for the CEO and 2.0 times for the other covered executives. The agreements do not provide tax gross-ups and instead contain a better-after-tax provision. Section 14A and the SEC rules require the Company to submit this advisory vote to stockholders. The vote is separate from the merger approval vote and does not determine whether the Merger can close. Because the proposal is non-binding and certain payments are contractual, the compensation remains payable if the Merger is completed even if stockholders reject this proposal. The Board recommends voting FOR the proposal, while acknowledging that the vote is advisory rather than legally binding.

3. 3

   Adjournment of the Special Meeting

   ManagementBoard: FOR

   Approve adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement, including if a quorum is absent or as otherwise permitted by the meeting chair.

   More detail

   The proposal asks stockholders to authorize adjournment of the Special Meeting to a later date or dates. Its principal purpose is to provide additional time to solicit proxies if there are not enough votes to adopt the Merger Agreement. The Company states that an adjournment could be used even after proxies against the Merger appear sufficient to defeat the merger proposal, allowing management to seek changed votes. The proposal may also support an adjournment if a quorum is not present or, under the filing’s description, at the discretion of the meeting chair. Approval requires a majority of the shares present in person or by proxy and entitled to vote on the matter. Abstentions count as votes against, while failures to vote and broker non-votes generally have no effect other than their possible impact on quorum. The Board unanimously recommends voting FOR the proposal. The proposal does not itself approve the Merger and cannot substitute for the separate majority-of-all-outstanding-shares vote required for the Merger Agreement. Its practical effect is to preserve management’s ability to continue solicitation rather than forcing an immediate up-or-down result when support is insufficient. The Merger Agreement also permits adjournment within specified timing limits, including limits tied to the outside date.

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When is the Varex Imaging Corp 2026 special meeting?

Varex Imaging Corp (VREX) holds its 2026 special shareholder meeting on Wednesday, October 28, 2026.

What is the record date for the Varex Imaging Corp 2026 meeting?

The record date for the Varex Imaging Corp 2026 meeting is Wednesday, September 16, 2026. Shareholders of record on or before that date are eligible to vote.

What proposals will shareholders vote on at the Varex Imaging Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Varex Imaging Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.