VAR DEF 14A DEF-14A Report Feb. 20, 2014 | Alphaminr
VARIAN MEDICAL SYSTEMS INC

VAR DEF 14A Report ended Feb. 20, 2014

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 2017 Annual MeetingRecommendation of the BoardDirectors Continuing in Office Until the 2015 Annual MeetingDirectors Continuing in Office Until the 2016 Annual MeetingGovernance of the CorporationPROPOSAL TWOADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERSBackground to the Advisory VoteOur Compensation ProgramRecommendation of the BoardPROPOSAL THREEAPPROVAL OF THE VARIAN MEDICAL SYSTEMS, INC. MANAGEMENT INCENTIVE PLANBackground and Reason for ApprovalDescription of the Management Incentive PlanPurpose of the Management Incentive PlanAdministration of the Management Incentive PlanEligibility to Receive AwardsAwards and Performance GoalsDetermination of Actual AwardsRecoupment PolicyAwards Under the Management Incentive PlanAmendment and Termination of the Management Incentive PlanRecommendation 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 BoardPROPOSAL FIVEAPPROVAL OF AMENDMENT TO THE VARIAN MEDICAL SYSTEMS, INC. RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARDBackgroundSummary of Proposed Declassification AmendmentRequired VoteRecommendation of the BoardPROPOSAL SIXAPPROVAL OF AMENDMENT TO THE VARIAN MEDICAL SYSTEMS, INC. RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTINGBackgroundSummary of Proposed Amendment to Eliminate Cumulative VotingRequired VoteRecommendation of the BoardAUDIT COMMITTEE REPORT