Business Context and Reporting Period
This Form 8-K Current Report was filed by Varex Imaging Corporation on April 19, 2018. The filing discloses corporate governance changes, specifically the expansion of the Board of Directors and the appointment of a new director effective April 20, 2018.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on director compensation and appointment details.
- Director Cash Retainer: $65,000 annually.
- Committee Fees: $8,000 for the Compensation and Management Development Committee; $7,000 for the Nominating and Corporate Governance Committee.
- Equity Compensation: Shares valued at $160,000 as of the grant date.
- Proration: 2018 compensation will be prorated based on the period of service.
Material Changes
The Board of Directors increased its size from six to seven members. Walter M. Rosebrough, Jr., currently the President and CEO of STERIS plc, was appointed to the Board and assigned to two committees. No material financial changes or transactions requiring disclosure under Item 404(a) of Regulation S-K were reported.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, management commentary on operations, or discussion of risks and contingencies. It notes that there is no arrangement or understanding regarding the selection of the new director other than the standard compensation program.
Investor Verification Checklist
- Confirm the effective date of the new director's service (April 20, 2018).
- Verify the total annualized compensation package ($240,000) and the prorated amount for the remainder of 2018.
- Review the attached Press Release (Exhibit 99.1) for additional context on the appointment.
- Check subsequent filings for the actual issuance of equity shares valued at $160,000.