Varex Imaging Corporation filed an amended current report on Form 8-K/A on October 29, 2026, disclosing the final certified voting results from a special meeting of stockholders held on October 28, 2026, at which shareholders voted to adopt the Agreement and Plan of Merger with Teledyne Technologies Incorporated.

Key Highlights

  • Merger Agreement adopted: Proposal 1 received 32,426,328 votes in favor, 30,031 against, and 77,671 abstentions.
  • Record date shares outstanding: As of September 16, 2026, there were 42,463,446 shares of common stock outstanding and entitled to vote.
  • Quorum represented: A total of 32,534,030 shares were present or represented by proxy, approximately 77% of outstanding shares.
  • Compensation Proposal approved: The advisory, non-binding compensation proposal received 25,087,617 votes in favor, 7,406,846 against, and 39,567 abstentions.
  • Adjournment not required: The adjournment proposal was not submitted because a quorum was present and sufficient votes existed to approve the Merger Agreement.
  • Merger structure: Detect Merger Sub, Inc., a wholly owned subsidiary of Teledyne Technologies, would merge with and into Varex, with Varex surviving as a wholly owned subsidiary of Teledyne.
  • Closing conditions remain: Consummation of the merger still requires regulatory approvals and expiration of applicable waiting periods, including under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Varex Imaging Stockholder Vote Clears Key Step in Teledyne Acquisition

Varex Imaging Corporation, a Delaware corporation headquartered at 1678 S. Pioneer Road, Salt Lake City, Utah, with common stock listed on NASDAQ:VREX, filed this amendment to provide final certified voting results from the October 28, 2026 special meeting. The original Form 8-K, filed October 29, 2026, had reported preliminary results; this Form 8-K/A supersedes those with figures certified by the inspector of elections. The Merger Agreement at the center of the vote was dated August 10, 2026, and the definitive proxy statement was filed with the SEC on September 21, 2026, with supplemental soliciting materials filed October 22, 2026.

According to the filing, Proposal 1, the adoption of the Merger Agreement, passed with 32,426,328 shares voting in favor, representing the substantial majority of the 32,534,030 shares present at the meeting. The Company disclosed that there were no recorded broker non-votes for either proposal that came to a vote. Varex manufactures X-ray imaging components, including X-ray tubes and flat panel detectors used in medical and industrial imaging applications, and the proposed transaction would bring that business under Teledyne Technologies' ownership upon closing.

The filing states that the merger's completion remains subject to several conditions beyond stockholder approval. These include receipt of required regulatory approvals, expiration of applicable waiting periods under U.S. antitrust law, clearance under applicable foreign merger control and foreign investment laws, and the absence of any governmental order preventing consummation. Parent's obligation to close is also conditioned on the absence of any "Company Material Adverse Effect," as defined in the Merger Agreement, having occurred since August 10, 2026. The filing contains forward-looking statements that, according to the Company's own cautionary language, "involve risks and uncertainties which could cause actual results to differ materially."

What Was Disclosed

Varex Imaging filed a Form 8-K/A amending its October 29, 2026 current report to provide final certified voting results from the October 28, 2026 special stockholder meeting, confirming adoption of the Teledyne Technologies merger agreement and approval of the related advisory compensation proposal, with merger closing still subject to regulatory conditions.