Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On and effective February 11, 2021, the board of directors (the "Board") of Varex Imaging Corporation (the "Company") adopted amended and restated bylaws of the Company (the "Amended and Restated Bylaws"). The changes to the Amended and Restated Bylaws include, among other things:



•Updating procedural mechanics for stockholders to present nominations of
directors and certain stockholder proposals at stockholder meetings;
•Providing that special meetings of the Board may be called on less than 24
hours' notice, when deemed necessary or advisable by the chair of the Board;
•Outlining procedures for holding remote stockholder meetings;
•Detailing circumstances under which stockholder meetings may be adjourned,
postponed, rescheduled or cancelled;
•Outlining Board procedures in the event of an emergency;
•Detailing the powers of the chair of a stockholder meeting to regulate conduct
at stockholder meetings; and
•Making various other updates to the bylaws.

The foregoing summary of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which are attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders

The 2021 Annual Meeting of Stockholders (the "Annual Meeting") of the Company was held on February 11, 2021. The final results for the votes of the Annual Meeting regarding each proposal voted on at the Annual Meeting are set forth in the following tables. Each of these proposals is described in detail in the Company's proxy statement on Schedule 14A filed on December 30, 2020 (the "Proxy Statement").

Proposal One: The Company's stockholders elected Timothy E. Guertin and Walter M Rosebrough, Jr. to serve as directors until the 2022 Annual Meeting of Stockholders:


                                For        Withheld     Abstain     Broker Non-Votes
Timothy E. Guertin           32,613,016     152,493     13,509         2,721,707
Walter M Rosebrough, Jr.     22,827,694     257,440    9,693,884       2,721,707

Proposal Two: The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement: For

              Against     Abstain     Broker Non-Votes
  28,517,323    4,226,059    35,636         2,721,707

Proposal Three: The Company's stockholders ratified the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2021:

For Against Abstain

35,239,585 235,916 25,224




Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number            Description of Document
           3.1              Amended and Restated Bylaws of Varex Imaging Corporation, dated
                          February 11, 2021
           104            Cover Page Interactive Data File (embedded within the inline XBRL
                          document)

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