Varex Sets Virtual 2026 Annual Meeting, Board Recommends All Proposals
Ticker: VREX · Form: DEF 14A · Filed: Dec 29, 2025 · CIK: 1681622
Sentiment: neutral
Topics: Proxy Statement, Corporate Governance, Annual Meeting, Director Election, Executive Compensation, Auditor Ratification, Virtual Meeting, Shareholder Vote
Related Tickers: VREX
TL;DR
**VREX's virtual annual meeting is a routine governance check, but watch the executive comp vote for any investor dissent.**
AI Summary
Varex Imaging Corporation's DEF 14A filing outlines the agenda for its 2026 Annual Meeting of Stockholders on February 12, 2026, which will be a virtual meeting. Key proposals include the election of seven directors, an advisory vote on named executive officer compensation, and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2026. The company emphasizes its commitment to sound corporate governance, with an independent non-employee Chair of the Board, Walter M Rosebrough, Jr., and an average director tenure of approximately 7.5 years as of December 15, 2025. The Board recommends a 'for' vote on all three proposals. The filing also details the process for stockholder voting, including internet, telephone, and mail options, and sets December 15, 2025, as the record date for voting eligibility. The company aims to reduce costs and environmental impact by furnishing proxy materials primarily through the internet.
Why It Matters
This DEF 14A filing is crucial for Varex investors as it outlines the governance structure and key decisions for the upcoming year, including the election of directors who will guide the company's strategic direction in the competitive X-ray imaging market. The advisory vote on executive compensation provides a direct channel for stockholders to influence pay practices, impacting employee morale and retention. Ratifying Deloitte as the auditor ensures continued financial oversight, which is vital for maintaining investor confidence and market transparency. The shift to a virtual meeting format reflects broader industry trends and could impact stockholder engagement.
Risk Assessment
Risk Level: low — The filing is a standard DEF 14A proxy statement, primarily detailing procedural matters for the upcoming annual meeting. There are no immediate financial or operational risks disclosed, and the proposals are routine governance items like director elections and auditor ratification. The company's commitment to cybersecurity and AI risk oversight, as mentioned in the Table of Contents, suggests proactive risk management.
Analyst Insight
Investors should review the director nominees' qualifications and the executive compensation details to ensure alignment with their investment thesis. Voting 'for' or 'against' the advisory compensation proposal is a direct way to signal approval or disapproval of management's pay structure. Ratifying Deloitte is generally a routine vote, but investors should be aware of any past audit concerns.
Financial Highlights
- debt To Equity
- 0.0
- revenue
- $0
- operating Margin
- 0%
- total Assets
- $0
- total Debt
- $0
- net Income
- $0
- eps
- $0
- gross Margin
- 0%
- cash Position
- $0
- revenue Growth
- +0%
Executive Compensation
| Name | Title | Total Compensation |
|---|---|---|
| Not Disclosed | Not Disclosed | $0 |
Key Numbers
- 7 — Number of directors to be elected (Serving until the 2027 Annual Meeting of Stockholders)
- 2026 — Fiscal year for auditor ratification (Deloitte & Touche LLP appointed for fiscal year 2026)
- 2025-12-15 — Record date for voting eligibility (Stockholders of record on this date can vote at the 2026 Annual Meeting)
- 41,919,432 — Shares of common stock outstanding (As of the record date, December 15, 2025)
- 7.5 years — Average director tenure (As of December 15, 2025, indicating board stability)
- $11,000 — Maximum fee for proxy solicitation (Paid to Georgeson LLC, plus reasonable out-of-pocket expenses)
- 2026-02-12 — Date of 2026 Annual Meeting of Stockholders (Meeting will be held virtually at 4:30 p.m. Mountain Time)
- 2026-09-01 — Deadline for 2027 stockholder proposals (Rule 14a-8) (Proposals must be received by this date for inclusion in the 2027 proxy statement)
- 2026-11-14 — Deadline for 2027 stockholder proposals (outside Rule 14a-8) (Proposals must be delivered no later than this date)
- 11:59 p.m. Eastern Time on February 11, 2026 — Proxy submission deadline (For telephone and Internet voting by stockholders of record)
Key Players & Entities
- Varex Imaging Corporation (company) — Registrant and leading innovator, designer and manufacturer of X-ray imaging components
- Walter M Rosebrough, Jr. (person) — Chair of the Board and CEO Emeritus and Senior Advisor, STERIS plc
- Deloitte & Touche LLP (company) — Independent registered public accounting firm for fiscal year 2026
- Matthew A. Martinez (person) — Corporate Secretary of Varex Imaging Corporation
- Georgeson LLC (company) — Firm assisting in soliciting proxies
- U.S. Securities and Exchange Commission (regulator) — Regulatory body for proxy statement rules
- Computershare Trust Company, N.A. (company) — Stock transfer agent for Varex Imaging Corporation
- Kathleen L. Bardwell (person) — Director nominee and Audit Committee Financial Expert
- Sunny S. Sanyal (person) — President and CEO of Varex Imaging Corporation
- Christine A. Tsingos (person) — Director nominee, Audit Committee Chair, and Audit Committee Financial Expert
FAQ
When is Varex Imaging Corporation's 2026 Annual Meeting of Stockholders?
Varex Imaging Corporation's 2026 Annual Meeting of Stockholders is scheduled for Thursday, February 12, 2026, at 4:30 p.m. Mountain Time. It will be a virtual meeting accessible via live audio webcast at www.virtualshareholdermeeting.com/VREX2026.
What are the key proposals for Varex Imaging's 2026 Annual Meeting?
The key proposals for Varex Imaging's 2026 Annual Meeting include the election of seven directors to serve until the 2027 Annual Meeting, an advisory vote to approve the compensation of named executive officers, and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2026.
Who is the independent registered public accounting firm Varex Imaging proposes for fiscal year 2026?
Varex Imaging Corporation proposes the ratification of Deloitte & Touche LLP as its independent registered public accounting firm for fiscal year 2026. The Board of Directors recommends a 'for' vote on this proposal.
Who are the director nominees for Varex Imaging's 2026 Annual Meeting?
The seven director nominees for Varex Imaging's 2026 Annual Meeting are Kathleen L. Bardwell, Jocelyn D. Chertoff, Timothy E. Guertin, Jay K. Kunkel, Walter M Rosebrough, Jr., Sunny S. Sanyal, and Christine A. Tsingos. The Board recommends voting 'for' each nominee.
What is the record date for voting at Varex Imaging's 2026 Annual Meeting?
The record date for determining stockholders entitled to vote at Varex Imaging's 2026 Annual Meeting is December 15, 2025. Only stockholders of record at the close of business on this date may vote.
How can Varex Imaging stockholders vote their shares?
Varex Imaging stockholders of record can vote online at the virtual meeting, or by proxy via the Internet at www.proxyvote.com, by telephone using the toll-free number on the proxy card, or by mail using the provided proxy card. Street name holders must follow their broker's instructions.
What is Varex Imaging's policy on cybersecurity risk oversight?
Varex Imaging's Board and its committees provide oversight of cybersecurity risk, as indicated in the Table of Contents of the DEF 14A filing. This suggests a structured approach to managing potential cyber threats.
Does Varex Imaging have an independent Chair of the Board?
Yes, Varex Imaging has an independent non-employee Chair of the Board, Walter M Rosebrough, Jr. The roles of Chair and Chief Executive Officer are separate, which is a key corporate governance highlight.
What is the deadline for submitting stockholder proposals for Varex Imaging's 2027 proxy statement?
Stockholder proposals submitted for inclusion in Varex Imaging's 2027 proxy statement pursuant to SEC Rule 14a-8 must be received by the company no later than September 1, 2026.
How does Varex Imaging manage the cost and environmental impact of proxy materials?
Varex Imaging primarily furnishes proxy materials through the Internet by mailing or emailing a Notice of Internet Availability of Proxy Materials. This approach allows the company to provide information more quickly, lower delivery costs, and reduce the environmental impact of the Annual Meeting.
Industry Context
Varex Imaging Corporation operates in the X-ray imaging components and systems market, serving both medical and industrial applications. The industry is characterized by technological innovation in areas like digital detectors and image processing, driven by demand for higher resolution, faster imaging, and more portable solutions. Competition often centers on product performance, reliability, and integration capabilities within larger imaging systems.
Regulatory Implications
As a manufacturer of medical and industrial imaging components, Varex is subject to various regulatory standards related to product safety, quality, and potentially data privacy depending on the application. Compliance with these regulations, such as those from the FDA or international equivalents, is critical for market access and can involve significant ongoing effort and cost.
What Investors Should Do
- Vote on Director Nominees
- Consider the Advisory Vote on Executive Compensation
- Ratify the Independent Auditor
- Review Director Tenure and Board Stability
Key Dates
- 2026-02-12: 2026 Annual Meeting of Stockholders — Key date for voting on director elections, executive compensation, and auditor ratification.
- 2025-12-15: Record Date for voting eligibility — Determines which stockholders are eligible to vote at the 2026 Annual Meeting.
- 2026-09-01: Deadline for 2027 stockholder proposals (Rule 14a-8) — Establishes the deadline for submitting proposals for inclusion in the next year's proxy statement under SEC Rule 14a-8.
- 2026-11-14: Deadline for 2027 stockholder proposals (outside Rule 14a-8) — Sets the deadline for submitting proposals that do not meet the criteria for Rule 14a-8 inclusion.
- 2026-02-11: Proxy submission deadline (telephone and Internet) — Final deadline for stockholders to submit their votes via telephone or internet.
Glossary
- DEF 14A
- A proxy statement filed with the U.S. Securities and Exchange Commission (SEC) by publicly traded companies. It contains information about the company's annual meeting of stockholders, including matters to be voted upon, director nominees, executive compensation, and other corporate governance details. (This document is the primary source of information for stockholders to make informed voting decisions.)
- Record Date
- A specific date set by a company to determine which stockholders are eligible to receive dividends, vote at a shareholder meeting, or exercise other rights. (Establishes the cutoff for determining who can vote at Varex's 2026 Annual Meeting.)
- Advisory Vote on Executive Compensation
- A non-binding shareholder vote on the compensation of the company's named executive officers, often referred to as a 'say-on-pay' vote. (Allows shareholders to express their opinion on the company's executive compensation practices.)
- Independent Registered Public Accounting Firm
- An external audit firm that is independent of the company it audits, responsible for examining the company's financial statements. (The ratification of Deloitte & Touche LLP ensures continued independent oversight of Varex's financial reporting.)
- Rule 14a-8
- A U.S. Securities and Exchange Commission (SEC) rule that governs the ability of shareholders to include proposals in a company's proxy materials for a shareholder meeting. (Sets the requirements and deadlines for submitting proposals to be included in Varex's future proxy statements.)
Year-Over-Year Comparison
This DEF 14A filing for the 2026 Annual Meeting focuses on the upcoming proposals and governance structure, rather than providing year-over-year financial comparisons. Key details like the number of directors to be elected (seven) and the record date (December 15, 2025) are established for this meeting. The filing also highlights the company's commitment to corporate governance, including an independent non-employee Chair and a stable average director tenure of approximately 7.5 years.
Filing Stats: 4,736 words · 19 min read · ~16 pages · Grade level 13.4 · Accepted 2025-12-29 16:06:57
Key Financial Figures
- $11,000 — we will pay Georgeson LLC not more than $11,000, plus reasonable out-of-pocket expenses
- $0.01 — had 41,919,432 shares of common stock, $0.01 par value, outstanding. Voting can take
Filing Documents
- tm2528673-1_def14a.htm (DEF 14A) — 1817KB
- lg_vareximaging-4c.jpg (GRAPHIC) — 34KB
- sg_waltermrosebroughjr-bw.jpg (GRAPHIC) — 6KB
- sg_matthewamartinez-bw.jpg (GRAPHIC) — 8KB
- pc_payforperformance-4c.jpg (GRAPHIC) — 41KB
- fc_fiscal-4c.jpg (GRAPHIC) — 46KB
- bc_investment-4c.jpg (GRAPHIC) — 55KB
- bc_netincome-4c.jpg (GRAPHIC) — 47KB
- bc_ebit-4c.jpg (GRAPHIC) — 48KB
- px_25varexproxy1pg01-bw.jpg (GRAPHIC) — 241KB
- px_25varexproxy1pg02-bw.jpg (GRAPHIC) — 191KB
- 0001104659-25-124842.txt ( ) — 4331KB
- vrex-20251003_lab.xml (EX-101.LAB) — 22KB
- vrex-20251003.xsd (EX-101.SCH) — 7KB
- vrex-20251003_def.xml (EX-101.DEF) — 2KB
- tm2528673-1_def14a_htm.xml (XML) — 145KB
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION 31 Compensation Discussion and Analysis 31 Business Highlights 31 2025 Advisory Vote on Compensation 32 Philosophy of Our Executive Compensation Programs 32 Program Overview 33 Pay for Performance 34 Key Changes for Fiscal Year 2026 Compensation and Governance Programs 35
Executive Compensation Practices Highlights
Executive Compensation Practices Highlights 36 How We Make Compensation Decisions 36 Fiscal Year 2025 Compensation Program and Pay Decisions 38 Fiscal Year 2025 Payouts 40
Executive Compensation Governance Policies
Executive Compensation Governance Policies 44 Compensation Committee Report 46 Summary Compensation Table for Fiscal Year 2025 47 Grants of Plan-Based Awards in Fiscal Year 2025 49 Outstanding Equity Awards at Fiscal Year 2025 Year End 51 Option Exercises and Stock Vested in Fiscal Year 2025 54 Nonqualified Deferred Compensation in Fiscal Year 2025 54 Potential Payments upon Termination, Change in Control, or upon Death or Disability 56 Potential Payments upon Termination of Employment in Connection with a Change in Control 59 i TABLE OF CONTENTS Potential Payments upon a Corporate Transaction, and Equity Awards are Assumed, Continued, or Substituted 59 Potential Payments upon a Corporate Transaction, and Equity Awards are Not Assumed, Continued, or Substituted 59 Potential Payments upon Death or Disability 60 Compensation of Directors 60 Director Compensation for Fiscal Year 2025 62 Compensation Committee Interlocks and Insider Participation 62 Compensation Risk Management 63 CEO Pay Ratio 63 Pay Versus Performance 64 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 68 Review, Approval or Ratification of Related Person Transactions 68 NOTE ABOUT FORWARD-LOOKING STATEMENTS 68 INFORMATION REFERENCED IN THIS PROXY STATEMENT 68 ii TABLE OF CONTENTS PROXY SUMMARY This summary highlights information contained elsewhere in this Proxy Statement but does not contain all of the information you should consider before voting. Please read the entire Proxy Statement carefully. Varex Imaging Corporation (" we ," " us ," " Varex ," or the " Company ") is a leading innovator, designer and manufacturer of X-ray imaging components, including X-ray tubes, digital detectors and other image processing solutions that are key components of X-ray imaging systems, as well as X-ray imaging systems for industrial applications. Annual Meeting of Stockholders Meeting Agenda Date: Thursday,