SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

 

Date of report (Date of earliest event reported) February 9, 2012

 

 

VARIAN MEDICAL SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)

 

 

 

 

Delaware 1-7598 94-2359345
(State or Other Jurisdiction
of Incorporation)		 (Commission File
Number)		 (IRS Employer
 Identification No.)

 

 

3100 Hansen Way, Palo Alto, CA 94304-1030
(Address of Principal Executive Offices) (Zip Code)

 

 

Registrant's telephone number, including area code (650) 493-4000

 

 

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
Item 5.07Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders of Varian Medical Systems, Inc. (the “Company”) was held on February 9, 2012 (the “Stockholders’ Meeting”). The Company’s stockholders voted on the following four proposals at the Stockholders’ Meeting and cast their votes as follows:

Proposal One:

The following individuals were elected to serve as directors for three-year terms ending with the 2015 Annual Meeting of Stockholders by the votes set forth in the following table:

  For Withheld Broker Non-Votes
Timothy E. Guertin 83,743,664 621,377 9,250,166
David J. Illingworth 83,986,512 378,529 9,250,166
Ruediger Naumann-Etienne 81,424,851 2,940,190 9,250,166

 

Directors Susan L. Bostrom, John Seely Brown, R. Andrew Eckert, Mark R. Laret, Richard M. Levy, and Venkatraman Thyagarajan continued in office following the Stockholders’ Meeting.

Proposal Two:

The stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, by the votes set forth in the following table:

  For Against Abstain Broker Non-Votes
  77,191,145 3,293,410 3,880,486 9,250,166

 

Proposal Three:

The stockholders approved the Varian Medical Systems, Inc. Third Amended and Restated 2005 Omnibus Stock Plan, by the votes set forth in the following table:

  For Against Abstain Broker Non-Votes
  62,894,116 17,671,626 3,799,299 9,250,166

 

Proposal Four:

The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2012 was ratified, by the votes set forth in the following table:

  For Against Abstain Broker Non-Votes (1)
  92,210,649 1,309,087 95,471 --
(1)Pursuant to the rules of the New York Stock Exchange, this proposal constituted a routine matter. Therefore, brokers were permitted to vote without receipt of instructions from beneficial owners.
 
 

SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  Varian Medical Systems, Inc.
   
  By:  /s/ John W. Kuo
  Name:  
Title: 		 John W. Kuo
Corporate Senior Vice President, General Counsel and Secretary

 

Dated: February 15, 2012