Varex Imaging Corporation Common StockVREX
Recorded

Varex Imaging Corporation Common Stock EGM 2026

Review the key takeaways and the transcript of this earnings call.

Period 2026Duration8 minParticipants2

Transcript

Preview the first fifteen paragraphs, organized by speaker.

Walt RosebroughIndependent Chair of the Board

Good afternoon, ladies and gentlemen. Welcome to the special meeting of stockholders of Varex Imaging Corporation. My name is Walt Rosebrough, and I am the Independent Chair of Varex's Board of Directors and will chair this meeting. We are pleased to be hosting this meeting virtually, which allows a greater number of our stockholders a convenient ability to attend. Let me briefly introduce the other members of our board in attendance today. Kathleen Bardwell, former Senior Vice President, Regulatory Affairs and Compliance of STERIS, a leading provider of products and services that support patient care with an emphasis on infection prevention. Dr. Jocelyn Chertoff, former Chair of the Department of Diagnostic Radiology and Vice President of the Regional Radiology Service line at Dartmouth Hitchcock Medical Center, a premier New England health system.

Walt RosebroughIndependent Chair of the Board

Timothy Guertin, former President and Chief Executive Officer of Varian Medical Systems, a leading provider of cancer treatment solutions. Jay Kunkel, former President of Asia and Executive Vice President of Tenneco, one of the world's largest manufacturers of ride performance and clean air products and systems for automotive and commercial vehicles. Christine Tsingos, the former Executive Vice President and Chief Financial Officer of Bio-Rad, a leader in life science research and clinical diagnostics. I am the CEO Emeritus of STERIS plc. And finally, Sunny Sanyal, who is the President and Chief Executive Officer of Varex Imaging. Matthew Martinez, the company's Chief Legal Officer and Corporate Secretary, will act as Secretary of the meeting today. Broadridge Financial Solutions, acting through its representative, Andrew Wilcox, has been appointed to act as Inspector of the election. Andrew has signed the customary Inspector's oath, swearing to the impartial and faithful execution of his duties.

Walt RosebroughIndependent Chair of the Board

Representatives of Orrick, Herrington & Sutcliffe LLP, our outside corporate counsel, are also present. Mr. Martinez will now establish that the meeting has been duly called and that a quorum is present.

Matthew MartinezChief Legal Officer and Corporate Secretary

Thank you, Walt. The board selected September 16, 2026, as the record date for determining stockholders entitled to vote at this meeting. An affidavit of distribution attesting to the fact that the notice of special meeting and the proxy statement were mailed to the stockholders of record is with the Inspector of Election. As of the record date, a total of 42,463,446 shares of common stock were outstanding. The Inspector of Election has informed us that there are represented in person or by proxy 32,533,124 shares of common stock, or approximately 77% of all of the shares entitled to vote at this meeting. Because the holders of a majority of the outstanding shares entitled to vote are represented, the meeting has been duly called, and we have a quorum.

Walt RosebroughIndependent Chair of the Board

Thanks, Matt. The next order of business is a description of the matters to be voted on at today's meeting. Today, we have three proposals. Detailed information on each of these proposals can be found in the proxy statement dated September 21, 2026. The first proposal is to adopt the Agreement and Plan of Merger, dated as of August 10, 2026, by and among Varex Imaging Corporation, Teledyne Technologies Incorporated, and Detect Merger Sub Inc., a wholly owned subsidiary of Teledyne. Under the merger agreement, Merger Sub will merge with and into Varex, with Varex continuing as the surviving corporation and as a wholly owned subsidiary of Teledyne. Adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of common stock entitled to vote. The board of directors recommends that stockholders vote for this proposal.

Walt RosebroughIndependent Chair of the Board

The second proposal is to vote to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the merger agreement and the transactions contemplated by the merger agreement, as described in the proxy statement. The board of directors recommends that stockholders vote for this proposal. The third and final proposal is to approve the 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 at the time of the special meeting. However, because we have a quorum present and based upon votes received prior to the commencement of the meeting, there were sufficient votes to adopt the merger agreement.

Walt RosebroughIndependent Chair of the Board

The proposal to adjourn the meeting will not be submitted to the stockholders for approval. No other business may be brought before this special meeting. The polls are now open for any stockholder who wishes to vote. You do not need to vote today unless you are voting for the first time or want to change your previous vote. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting ballot button, excuse me, on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. The polls are now closed. I would like to call on the secretary of the meeting for the preliminary report of the inspector of election.

Matthew MartinezChief Legal Officer and Corporate Secretary

Matt? Thanks, Walt. The Inspector of Election has provided me with his preliminary report.

Matthew MartinezChief Legal Officer and Corporate Secretary

Based upon the preliminary vote totals, stockholders holding a majority of the outstanding shares of common stock entitled to vote have adopted the merger agreement, and stockholders have approved, on a non-binding advisory basis, the compensation that may be paid or become payable to the named executive officers that is based on or otherwise relates to the merger agreement and the transactions contemplated by the merger agreement. The final vote tally will be included in a filing with the United States Securities and Exchange Commission within four business days and posted on the company's website.

Walt RosebroughIndependent Chair of the Board

Thank you, Matt. This concludes the formal part of our special meeting of stockholders, which is officially adjourned. I thank our stockholders who attended this meeting, as well as those who submitted their proxies but were unable to attend.

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