Varex Imaging Corporation filed a Form 8-K on October 29, 2026, reporting preliminary voting results from its October 28, 2026 special meeting of stockholders, at which shareholders voted to adopt the Merger Agreement with Teledyne Technologies Incorporated.

Key Highlights

  • Merger Agreement adopted: Stockholders voted 32,425,422 shares in favor of adopting the Merger Agreement, with 30,031 against and 77,671 abstaining.
  • Compensation Proposal approved: The advisory, non-binding compensation proposal passed with 25,087,617 votes for, 7,406,846 against, and 38,661 abstaining.
  • Strong quorum: 32,533,124 shares were present or represented by proxy, representing approximately 77% of the 42,463,446 shares outstanding as of the September 16, 2026 record date.
  • Acquirer identity: The Merger Agreement, dated August 10, 2026, provides for acquisition by Teledyne Technologies Incorporated via its wholly owned subsidiary Detect Merger Sub, Inc.
  • Closing conditions remain: Consummation of the Merger remains subject to required regulatory approvals, expiration of applicable waiting periods, and other customary conditions.
  • Final results pending: According to the filing, Varex will file an amendment to this Current Report once final voting results are available.

Varex Imaging Special Meeting: Merger Vote Results and Remaining Conditions

Varex Imaging Corporation (NASDAQ:VREX), headquartered in Salt Lake City, Utah, disclosed in a Form 8-K filed October 29, 2026 that its stockholders held a special meeting on October 28, 2026 to consider proposals related to the company's planned acquisition by Teledyne Technologies Incorporated. The Merger Agreement, dated August 10, 2026, provides for Detect Merger Sub, Inc., a wholly owned subsidiary of Teledyne, to merge with and into Varex, with Varex surviving as a wholly owned subsidiary of Teledyne.

As of the September 16, 2026 record date, 42,463,446 shares of Varex common stock (par value $0.01 per share) were outstanding and entitled to vote. According to the filing, 32,533,124 shares were present or represented by proxy, constituting approximately 77% of outstanding shares and a quorum. The proposal to adopt the Merger Agreement received 32,425,422 votes in favor, 30,031 against, and 77,671 abstentions. The filing noted no broker non-votes were recorded. The advisory, non-binding compensation proposal also passed. Because a quorum was present and sufficient votes existed to approve the Merger Agreement, the Adjournment Proposal was not submitted to stockholders.

The filing stated that closing the Merger remains subject to several conditions, including receipt of required regulatory approvals, expiration of waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and applicable foreign merger control and foreign investment laws, and the absence of any governmental order preventing consummation. Additional conditions include accuracy of representations and warranties, compliance with covenants, and, for Teledyne's obligation, the absence of any "Company Material Adverse Effect" as defined in the Merger Agreement. The filing also contains forward-looking statements, which the company identified as subject to risks and uncertainties that could cause actual results to differ materially from those expressed.

What Was Disclosed

Varex Imaging reported preliminary stockholder voting results from its October 28, 2026 special meeting, confirming adoption of the Merger Agreement with Teledyne Technologies Incorporated, while noting that closing remains subject to regulatory and other customary conditions.