SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 19, 2004
VARIAN MEDICAL SYSTEMS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-7598 94-2359345
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
3100 Hansen Way, Palo Alto, CA 94304-1030
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (650) 493-4000
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On November 19, 2004, the Board of Directors (the "Board") of Varian
Medical Systems, Inc. approved a new non-employee director compensation
structure. Under the new non-employee director compensation structure, which
will become effective on February 18, 2005, annual retainer, chair and meeting
fees to be paid to non-employee directors ("Directors," or individually a
"Director") are as follows:
o Each Director (except the Lead Director) will receive an annual retainer
fee of $35,000.
o The Lead Director will receive an annual retainer fee of $50,000.
o The chair of the Compensation and Management Development Committee will
receive an additional fee of $5,000.
o The chair of the Nominating and Corporate Governance Committee will
receive an additional fee of $5,000.
o The chair of the Audit Committee will receive an additional fee of
$10,000.
o Each Director will also receive $1,500 per meeting for each Board meeting
attended.
o Each Director will also receive $1,500 per meeting for each committee
meeting attended.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Varian Medical Systems, Inc.
By: /s/ JOSEPH B. PHAIR
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Name: Joseph B. Phair
Title: Vice President, Administration,
General Counsel and Secretary
Dated: November 26, 2004
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