SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
___________

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)
February 11, 2010
 
 
VARIAN MEDICAL SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
 
 
Delaware
1-7598
94-2359345
(State or Other Jurisdiction
of Incorporation)
(Commission File
Number)
(IRS Employer
 Identification No.)
     
     
3100 Hansen Way, Palo Alto, CA
94304-1030
(Address of Principal Executive Offices)
(Zip Code)

 
Registrant's telephone number, including area code
(650) 493-4000


Not Applicable
(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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
At the February 11, 2010 Annual Meeting of Stockholders, the stockholders of Varian Medical Systems, Inc. (the “Company”) approved an amendment to the Company’s Second Amended and Restated 2005 Omnibus Stock Plan to increase the number of shares available for grant by 5,500,000 shares.  The remaining terms of the plan are as previously reported under the Securities Exchange Act of 1934.
 
 
 
 
 
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/ John W. Kuo  
  Name:   John W. Kuo  
 
Title:
Corporate Vice President, General Counsel and Secretary
  
       
 
Dated:  February 12, 2010