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): May 4, 2021

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.

Retirement of Dr. William J. Link from the Board of Directors

In connection with the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Edwards Lifesciences Corporation, a Delaware corporation (the “Company”), Dr. William J. Link retired from the Board of Directors of the Company immediately prior to the Annual Meeting. Mr. Nicholas J. Valeriani has been appointed to succeed Dr. Link as the Chairperson of the Company’s Compensation and Governance Committee.

Approval of the Amendment and Restatement of the U.S. ESPP and the International ESPP

At the Annual Meeting, the Company’s stockholders approved (i) the amendment and restatement of the Company’s 2001 Employee Stock Purchase Plan for United States Employees (the “U.S. ESPP”) to increase the total number of shares of common stock available for issuance under the U.S. ESPP by 3,300,000 shares, and (ii) the amendment and restatement of the Company’s 2001 Employee Stock Purchase Plan for International Employees (the “International ESPP”) to increase the total number of shares of common stock available for issuance under the U.S. ESPP by 1,200,000 shares.

The complete terms of the U.S. ESPP and the International ESPP are qualified in their entirety by reference to the full text of the U.S. ESPP and the International ESPP, which are filed as Exhibits 10.1 and 10.2., respectively, to this Current Report on Form 8-K.

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

On May 4, 2021, the Company held the Annual Meeting. The final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting are as follows:

(i) Proposal 1: All the nominees for director listed in Proposal 1 were elected to serve until the Company’s next annual meeting of stockholders and until their respective successors are duly elected and qualified as set forth below:

Nominee	For	Against	Abstain	Broker Non-Votes
Kieran T. Gallahue	450,736,646.30	50,715,600.08	1,079,695.04	34,846,202
Leslie H. Heisz	495,598,030.42	5,886,026	1,047,885	34,846,202
Paul A. LaViolette	475,196,672.30	25,856,864.12	1,478,405	34,846,202
Steven R. Loranger	497,580,184.26	3,838,228.12	1,113,529.04	34,846,202
Martha H. Marsh	497,252,801.38	4,271,035.04	1,008,105	34,846,202
Michael A. Mussallem	475,288,057.30	24,354,102.12	2,889,782	34,846,202
Ramona Sequeira	497,390,891.38	4,051,615	1,089,435.04	34,846,202
Nicholas J. Valeriani	482,128,052.26	15,123,866.12	5,280,023.04	34,846,202

(ii) Proposal 2: The advisory proposal regarding the Company’s named executive officer compensation was approved as set forth below:

For	Against	Abstain	Broker Non-Votes
465,845,853.38	35,298,524.04	1,387,564	34,846,202

(iii) Proposal 3: The Amendment and Restatement of the Company’s 2001 Employee Stock Purchase Plan for United States Employees was approved as set forth below:

For	Against	Abstain	Broker Non-Votes
499,880,388.30	1,499,938.12	1,151,615	34,846,202

(iv) Proposal 4: The Amendment and Restatement of the Company’s 2001 Employee Stock Purchase Plan for International Employees was approved as set forth below:

For	Against	Abstain	Broker Non-Votes
500,133,732.26	1,198,193.16	1,200,016	34,846,202

(v) Proposal 5: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was approved as set forth below:

For	Against	Abstain	Broker Non-Votes
507,928,723.25	28,333,936.13	1,115,484.04	0

(vi) Proposal 6: The advisory stockholder proposal regarding action by written consent was not approved as set forth below:

For	Against	Abstain	Broker Non-Votes
86,967,024.30	412,487,962.12	3,076,955	34,846,202

(vii) Proposal 7: The advisory stockholder proposal to adopt a policy to include non-management employees as prospective director candidates was not approved as set forth below:

For	Against	Abstain	Broker Non-Votes
30,095,368.43	469,859,926.99	2,576,646	34,846,202

Item 7.01. Regulation FD Disclosure

On May 4, 2021, the Board of Directors of the Company approved an additional $1 billion for repurchases of the Company’s outstanding shares of common stock under its share repurchase program. The additional repurchase authorization does not have an expiration date. Repurchases under the Company’s share repurchase program may be made on the open market, including pursuant to a Rule 10b5-1 plan and in privately negotiated transactions.

On May 5, 2021, the Company issued a press release announcing the foregoing share repurchase program authorization, the retirement of Dr. William J. Link from the Board of Directors and the final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
10.1	Edwards Lifesciences Corporation 2001 Employee Stock Purchase Plan for United States Employees, as amended and restated February 18, 2021 (incorporated by reference to Appendix B in Edwards Lifesciences’ Definitive Proxy Statement filed on March 23, 2021)
10.2	Edwards Lifesciences Corporation 2001 Employee Stock Purchase Plan for International Employees, as amended and restated February 18, 2021 (incorporated by reference to Appendix C in Edwards Lifesciences’ Definitive Proxy Statement filed on March 23, 2021)
99.1	Press release dated May 5, 2021
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: May 5, 2021

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

EDWARDS ANNOUNCES UPDATES FROM ANNUAL MEETING

Board Authorizes Additional $1 Billion for Share Repurchase Program

IRVINE, Calif., May 5, 2020 – Edwards Lifesciences Corporation (NYSE: EW) today announced updates from its annual meeting, in which Edwards’ stockholders voted with the board’s recommendations on all proxy proposals:

• All eight director nominees were elected as directors of the company for a one-year term;

• Stockholders advised that they approve the compensation of the company’s named executive officers;

• Stockholders have approved the Amendment and Restatement of the company’s U.S. and International Employee Stock Purchase Plans;

• Stockholders have ratified the appointment of the company’s independent registered public accounting firm for fiscal year 2021;

• Stockholders have advised that they do not approve the stockholder proposal regarding action by written consent; and

• Stockholders have advised that they do not approve the stockholder proposal to adopt a policy to include non-management employees as prospective director candidates.

During the meeting, the company also announced changes to the company’s board of directors. Nicholas J. Valeriani, a director since 2014, has been appointed chair of the compensation and governance committee. William J. Link, Ph.D., who has been a director since 2009, has retired from the board.

“I’d like to take this opportunity to thank and recognize Bill for his 12 years of contributions and insight in his service to Edwards’ board,” said Michael A. Mussallem, Edwards’ chairman and CEO. “I am grateful to Bill for his dedication and guidance during an immense period of growth for Edwards.”

The company also announced today that the board of directors authorized an additional $1 billion for repurchases of the company’s outstanding shares of common stock under its share repurchase program. As of May 1, 2021, a total of $262 million authorization remains under the program. This authorization enables the company to repurchase shares to continue executing its capital allocation strategies. The company may repurchase shares in the open market or in privately negotiated transactions. The timing and extent of any repurchase will depend upon market conditions, corporate requirements and other factors.

About Edwards Lifesciences

Edwards Lifesciences is the global leader of patient-focused 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 execution of the company’s capital allocation strategies and timing of repurchases. 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, 2020 and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2021. 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.

###

XML

Document and Entity Information	May 04, 2021
Cover [Abstract]
Entity Registrant Name	Edwards Lifesciences Corp
Amendment Flag	false
Entity Central Index Key	0001099800
Document Type	8-K
Document Period End Date	May 04, 2021
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