VAR DEF 14A DEF-14A Report Feb. 9, 2012 | Alphaminr
VARIAN MEDICAL SYSTEMS INC

VAR DEF 14A Report ended Feb. 9, 2012

VARIAN MEDICAL SYSTEMS INC
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TABLE OF CONTENTS
GENERAL INFORMATIONPROPOSAL ONEELECTION OF DIRECTORSOur Board; Selection of NomineesNominees for Election for a Three-Year Term Ending with the 2015 Annual MeetingDirectors Continuing in Office Until the 2013 Annual MeetingDirectors Continuing in Office Until the 2014 Annual MeetingGovernance of the CorporationRecommendation of the BoardPROPOSAL TWOADVISORY VOTE ON THE COMPENSATION OF OUR EXECUTIVE OFFICERSBackground to the Advisory VoteOur Compensation ProgramRecommendation of the BoardPROPOSAL THREEAPPROVAL OF THE VARIAN MEDICAL SYSTEMS, INC. THIRD AMENDED AND RESTATED 2005 OMNIBUS STOCK PLANGeneralDescription of the Third Amended Stock PlanU.S. Federal Tax AspectsEquity Compensation Plan InformationRecommendation of the BoardPROPOSAL FOURRATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMSelection of the Accounting FirmPolicy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting FirmPrincipal Accountant Fees and ServicesRecommendation of the BoardAUDIT COMMITTEE REPORTSTOCK OWNERSHIPBeneficial Ownership of Certain Stockholders, Directors and Executive OfficersSection 16(a) Beneficial Ownership Reporting ComplianceCOMPENSATION OF THE NAMED EXECUTIVE OFFICERS AND DIRECTORSCompensation Discussion and AnalysisCompensation and Management Development Committee ReportRelationship between Compensation Plans and RiskSummary Compensation TableGrants of Plan-Based Awards for 2011Outstanding Equity Awards at Fiscal Year EndOption Exercises and Stock VestedNonqualified Deferred CompensationPotential Payments Upon Termination or Change in ControlCompensation of DirectorsCompensation Committee Interlocks and Insider ParticipationCERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSReview, Approval or Ratification of Related Person TransactionsTransactions with Related PersonsAPPENDIX A