Varex stockholders approve officer exculpation amendment; re-elect all directors

Varex Imaging Corp

All seven director nominees elected with 34.2M to 35.0M votes for; brokers non-voted 2.6M shares.
Advisory say-on-pay resolution passed: 34.2M for, 1.0M against, 2.6M broker non-votes.
Advisory frequency of say-on-pay set at one year: 33.1M for one year, 2.1M for three years.
Officer exculpation amendment to Certificate of Incorporation approved: 28.8M for, 6.5M against.
Ratification of Deloitte & Touche as independent auditor for FY2025: 37.7M for, 0.2M against.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Varex Imaging Corp: Approved amendment to Certificate of Incorporation to include an officer exculpation provision limiting or eliminating monetary liability of certain officers for breaches of fiduciary duty of care (effective 2025-02-13).

Change: charter amendment
Effective: 2025-02-13

Exact text from the filing

On February 13, 2025, at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Varex Imaging Corporation (the “Company”), the Company’s stockholders approved an amendment to the Varex Imaging Corporation Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to provide for the limitation or elimination of monetary liability of certain officers of the company for breaches of the fiduciary duty of care, to the fullest extent permitted under Delaware law (the “Amendment”).

View on SEC.gov

Browse all governance changes →

Varex Imaging Corp filing history →

Source: SEC EDGAR

accession 0001681622-25-000018

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.