Varex Imaging (VREX) Proxy filing summary

Executive summary

• A special meeting is scheduled for October 28, 2026, to vote on a merger agreement with Teledyne Technologies Incorporated, where shareholders will receive $18.90 per share in cash if the merger is approved and completed.

• The board unanimously recommends voting in favor of the merger, the advisory compensation proposal, and the adjournment proposal if more time is needed to solicit votes.

• The merger consideration represents a significant premium to recent trading prices, and the board believes it is in the best interests of shareholders.

• If the merger is not completed, the company will remain independent, and shares will continue to trade on Nasdaq.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: (1) adoption of the merger agreement, (2) approval of executive compensation related to the merger (advisory), and (3) adjournment of the meeting if necessary to solicit more proxies.

• Approval of the merger requires a majority of outstanding shares; abstentions and broker non-votes count as votes against.

• Shareholders who do not vote in favor may seek appraisal rights under Delaware law.

Board of directors and corporate governance

• The board conducted a thorough review of strategic alternatives and engaged in negotiations with multiple parties before recommending the merger.

• The board retained Evercore as financial advisor and received a fairness opinion supporting the transaction.

• Directors and executive officers collectively own approximately 1.7% of outstanding shares and intend to vote in favor of the merger.