8-K

UNITED STATES

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) July 13, 2020

EDWARDS LIFESCIENCES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-15525	36-4316614
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS Employer Identification No.)

One Edwards Way, Irvine, California	92614
(Address of principal executive offices)	(Zip Code)

(949) 250-2500

Registrant’s telephone number, including area code

N/A

(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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00 per share	EW	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 15, 2020, Edwards Lifesciences Corporation, a Delaware corporation (the “Company”), announced that Paul A. LaViolette was appointed to the Company’s Board of Directors, effective July 13, 2020. The Board also appointed Mr. LaViolette to serve as a member of the Compensation and Governance Committee of the Board of Directors.

There is no arrangement or understanding between Mr. LaViolette and any other persons pursuant to which he was selected as a director. Mr. LaViolette has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. LaViolette will receive the same compensation for his services as a director as the Company’s other nonemployee directors as described under “Director Compensation” in the Company’s 2020 Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2020. The Company will also enter into its standard form of indemnification agreement with Mr. LaViolette, which agreement is filed as Exhibit 10.20 to the Company’s Form 10-K for the fiscal year ended December 31, 2011, filed with the SEC on February 27, 2012.

A copy of the press release announcing his appointment is filed as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	Press Release dated July 15, 2020
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: July 15, 2020

EDWARDS LIFESCIENCES CORPORATION
By:	/s/ Linda J. Park
	Linda J. Park
	Vice President, Associate General Counsel, and Secretary

EX-99.1

Exhibit 99.1

Edwards Lifesciences Corporation One Edwards Way • Irvine, CA USA • 92614 Phone: 949.250.2500 • Fax: 949.250.2525 www.edwards.com

FOR IMMEDIATE RELEASE

Media Contact: Sarah Huoh, 949-250-5070

Investor Contact: Mark Wilterding, 949-250-6826

PAUL LAVIOLETTE APPOINTED TO EDWARDS LIFESCIENCES BOARD OF DIRECTORS

IRVINE, Calif., July 15, 2020 – Edwards Lifesciences Corporation (NYSE: EW), the global leader in patient-focused innovations for structural heart disease and critical care monitoring, today announced that Paul A. LaViolette has been appointed to its board of directors. LaViolette has 40 years of experience in global medical technology, operating leadership and investing, serving in executive-level roles at companies including Boston Scientific Corp. and C.R. Bard Inc.

LaViolette is currently managing partner and chief operating officer of SV Health Investors LLC, a specialist healthcare fund management company. He also oversees its medical device investments.

“Paul is a highly respected and talented leader within the medical technology industry, and his experience working with both large, global organizations and start-ups provides him with a unique perspective on strategy and innovation,” said Michael A. Mussallem, Edwards’ chairman and CEO. “We are very pleased to welcome Paul to Edwards’ board, and we are confident that his breadth of experience within companies and on boards will enable him to be an immediate contributor, offering valuable insight to Edwards.”

Edwards announced in May the appointment of Ramona Sequeira to the board, and that Martha Marsh, a board member since 2015, would assume the role of lead independent director. With the appointment of LaViolette, Edwards’ board increases to nine directors.

About Edwards Lifesciences

Edwards Lifesciences, based in Irvine, Calif., is the global leader of patient-focused medical innovations for structural heart disease and critical care monitoring. We are driven by a passion for patients, dedicated to improving and enhancing lives through partnerships with clinicians and stakeholders across the global healthcare landscape. For more information, visit Edwards.com and follow us on Facebook, Instagram, LinkedIn, Twitter and YouTube.

This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include, but are not limited to, the statement made by Michael Mussallem. Forward-looking statements are based on estimates and assumptions made by management of the company and are believed to be reasonable, though they are inherently uncertain and difficult to predict. Our forward-looking statements speak only as of the date on which they are made and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of the statement. Statements of past performance, efforts, or results about which inferences or assumptions may be made can also be forward-looking statements and are not indicative of future performance or results; these statements can be identified by the use of words such as “continued,” “transform,” “develop,” “preliminary,” “initial,” diligence,” “industry-leading,” “compliant,” “indications,” or “early feedback” or other forms of these words or similar words or expressions or the negative thereof. Investors are cautioned not to unduly rely on such forward-looking statements.

Forward-looking statements involve risks and uncertainties that could cause results to differ materially from those expressed or implied by the forward-looking statements based on a number of factors as detailed in the company’s filings with the Securities and Exchange Commission including its Annual Report on Form 10-K for the year ended December 31, 2019 and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. These filings, along with important safety information about our products, may be found at edwards.com.

Edwards, Edwards Lifesciences and the stylized E logo are trademarks of Edwards Lifesciences Corporation and its affiliates. All other trademarks are the property of their respective owners. This statement is made on behalf of Edwards Lifesciences Corporation and its subsidiaries.

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XML

Document and Entity Information	Jul. 13, 2020
Cover [Abstract]
Entity Registrant Name	Edwards Lifesciences Corp
Amendment Flag	false
Entity Central Index Key	0001099800
Document Type	8-K
Document Period End Date	Jul. 13, 2020
Entity Incorporation State Country Code	DE
Entity File Number	1-15525
Entity Tax Identification Number	36-4316614
Entity Address, Address Line One	One Edwards Way
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92614
City Area Code	(949)
Local Phone Number	250-2500
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $1.00 per share
Trading Symbol	EW
Security Exchange Name	NYSE
Entity Emerging Growth Company	false