Varex Imaging Corporation (VREX) Earnings Call Transcript & Summary
February 11, 2021
Earnings Call Speaker Segments
Operator
operatorWelcome to the 2021 Annual Meeting for Varex Imaging Corporation. Our host for today's call is Dr. Ruediger Naumann-Etienne, Chairman of the Board. [Operator Instructions] I will now turn the call over to your host, Dr. Naumann-Etienne. You may begin.
Ruediger Naumann-Etienne
executiveThank you. Good afternoon, ladies and gentlemen. I would like to welcome you to the 2021 Annual Meeting of Stockholders of Varex Imaging Corporation. My name is Ruediger Naumann-Etienne, and I'm the Chairman of the Board of Directors. We are excited to be hosting this meeting virtually, our first one, which given the circumstances, allows us to be more inclusive and reach a greater number of our shareholders. Let me take a few moments to introduce each member of our Board. Dr. Jocelyn Chertoff. Jocelyn is Chair of the Department of Diagnostic Radiology and Vice President of the Regional Radiology Service Line at the Hitchcock Medical Center, a premier health system serving community throughout Northern New England. Timothy Guertin. Tim is our newest Director and joined us last year. He is the former President and Chief Executive of Varian Medical Systems. Tim knows our business well and provides the company with a deep industry knowledge. Jay Kunkel. Jay is the former President of Asia and Executive Vice President of Tenneco Inc., one of the world's largest manufacturers of ride performance and clean air products and system for automotive and commercial vehicles. Christine Tsingos. Christine is the former Executive Vice President and Chief Financial Officer of Bio-Rad, a leader in life science research and clinical diagnostic markets. Walter Rosebrough. Walt is Chief Executive Officer and President of STERIS, a leading provider of infection prevention and other procedure products and services. And finally, Sunny Sanyal, who is the President and Chief Executive of our company. Kimberley Honeysett, the company's Senior Vice President, General Counsel and Corporate Secretary, will act as Secretary of the meeting. Broadridge Investor Communication Solutions, acting through its representative, Andrew Wilcox, has been appointed to act as Inspector of Election. He has signed the customary oath of inspector, swearing to the impartial and faithful execution of his duties. Representatives of PricewaterhouseCoopers, our independent auditors are also present. As is our custom, we will conduct the business portion of our meeting first and answer questions at the end of the meeting. Though we may not be able to answer every question. We'll do our best to provide a response to as many as possible and will address any unanswered questions that comply with our rules of conduct after the meeting. Only validated stockholders may ask questions in the designated field on the web portal. Ms. Honeysett will now establish the meeting that been duly called and that a quorum is present.
Kimberley Honeysett
executiveThank you, Mr. Chairman. The Board selected December 18, 2020, 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 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 39,171,602 shares of common stock were outstanding. We are informed by the Inspector of Election that there are represented in person or by proxy, 35,500,725 shares of common stock or approximately 91% of all of the shares entitled to vote at this meeting. Therefore, the meeting has been duly called, and we have a quorum.
Ruediger Naumann-Etienne
executiveThank you, Kim. The next order of business is a description of the matters to be voted at today's meeting. This year, we have 3 proposals. Detailed information on each of these proposals can be found in this year's proxy statement. The first proposal is to elect 2 directors to serve until the 2022 Annual Meeting of Stockholders. Based on the recommendation of the Nominating and Corporate Governance Committees, the Board nominated Timothy E. Guertin and Walter M. Rosebrough. The company did not receive any other nomination and nominations are now closed. The second proposal is to vote to approve on an advisory basis, the compensation paid to our named Chief Executive Officers as described in the proxy statement. The third proposal is to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year 2021. The polls are now open for any stockholder who wishes to vote. You do not need to vote 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 button 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. [Voting]
Ruediger Naumann-Etienne
executiveThe polls are now closed. I would like to call for the preliminary report of the Inspector of Elections.
Kimberley Honeysett
executiveMr. Chairman, the Inspector of Election has presented his preliminary report. Based upon the preliminary vote totals, Timothy E. Guertin and Walter M. Rosebrough, Jr. have each been elected to the Board of Directors of the company. The stockholders have approved, on an advisory basis, the compensation of the named executive officers. And the appointment of PricewaterhouseCoopers LLP as the company's independent auditor for fiscal year 2021 has been ratified. The final vote tally will be included in the filing with the United States Securities and Exchange Commission and posted on the company's website.
Ruediger Naumann-Etienne
executiveThank you. This concludes the formal part of our Annual Meeting of Stockholders, which is officially adjourned. We would now like to open things up for stockholder questions that are being entered into the web portal. Please note, we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting will be addressed.
Kimberley Honeysett
executiveMr. Chairman, it appears that there are no pending questions.
Ruediger Naumann-Etienne
executiveIf there are no further questions, then 2021 Annual Meeting of Varex Imaging Corporation is closed. I'd like to express my appreciation to the stockholders who attended this meeting as well as those who submitted their proxies but were not able to attend.
Operator
operatorThis now concludes the meeting. Thank you for joining, and have a pleasant day.
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