EDWARDS LIFESCIENCES CORPORATION (NYSE:EW) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k
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EDWARDS LIFESCIENCES CORPORATION (NYSE:EW) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

At the 2017 Annual Meeting of Stockholders (the 2017 Annual
Meeting) of Edwards Lifesciences Corporation (Edwards),
stockholders of Edwards approved the amendment and restatement of
Edwards Long-Term Stock Incentive Compensation Program (the
Long-Term Stock Program) by the affirmative vote of a majority of
the shares of common stock represented at the 2017 Annual
Meeting, in person or by proxy, and entitled to vote. The
amendments approved by stockholders included an increase in the
total number of shares of Edwards common stock available for
issuance under the Long-Term Stock Program by 1,400,000 shares to
a new total share limit of 109,200,000 shares.
The foregoing description of the Long-Term Stock Program
amendment is qualified in its entirety by the full text of the
Amended and Restated Long-Term Stock Program, which is Exhibit
10.1 hereto and incorporated herein by this reference.
At the 2017 Annual Meeting, stockholders also approved the
amendment and restatement of Edwards 2001 Employee Stock Purchase
Plan for United States Employees (the U.S. Employee Stock
Purchase Plan) by the affirmative vote of a majority of the
shares of common stock represented at the 2017 Annual Meeting, in
person or by proxy, and entitled to vote. The amendments approved
by stockholders included an increase in the total number of
shares of common stock available for issuance under the U.S.
Employee Stock Purchase Plan by 1,500,000 shares.
The foregoing description of the U.S. Employee Stock Purchase
Plan amendment is qualified in its entirety by reference to the
Amended and Restated U.S. Employee Stock Purchase Plan, which is
Exhibit 10.2 hereto and incorporated herein by this reference.
Item 5.07. >Submission of Matters to a Vote of Security
Holders
On May 11, 2017, Edwards held its 2017 Annual Meeting. The final
results of voting for each matter submitted to a vote of
stockholders at the meeting are as follows:
(i) All the nominees for director listed in Proposal 1 were
elected to serve one-year terms ending in 2018 by the following
votes:
For
Against
Abstain
Broker Non-Votes
Michael A. Mussallem
160,189,457
5,663,559
347,418
18,782,012
Kieran T. Gallahue
163,496,953
2,485,257
218,224
18,782,012
Leslie S. Heisz
163,624,787
2,337,598
238,049
18,782,012
William J. Link, Ph.D.
161,498,461
4,455,407
246,566
18,782,012
Steven R. Loranger
164,645,454
1,351,827
203,153
18,782,012
Martha H. Marsh
164,129,411
1,882,596
188,427
18,782,012
Wesley W. von Schack
163,571,016
2,423,395
206,023
18,782,012
Nicholas J. Valeriani
164,643,946
1,352,233
204,255
18,782,012
(ii) Proposal 2 The non-binding advisory proposal to vote on
Edwards named executive officer compensation every year was
approved by the following vote:
One Year
Two Year
Three Years
Abstain
Broker Non-Votes
149,229,061
282,513
16,440,813
248,047
18,782,012
(iii) Proposal 3 The non-binding advisory proposal regarding
compensation of Edwards named executive officers was approved by
the following vote:
For
Against
Abstain
Broker Non-Votes
157,653,576
8,139,666
407,192
18,782,012
(iv) Proposal 4 The Amended and Restated Long-Term Stock Program
was approved by the following vote:
For
Against
Abstain
Broker Non-Votes
152,933,285
12,874,736
392,413
18,782,012
(v) Proposal 5 The Amended and Restated U.S. Employee Stock
Purchase Plan was approved by the following vote:
For
Against
Abstain
Broker Non-Votes
164,911,550
1,073,914
214,970
18,782,012
(iv) Proposal 5 Ratification of the selection of
PricewaterhouseCoopers LLP as Edwards independent public
accountants for the fiscal year ending December 31, 2017 was
approved by the following vote:
For
Against
Abstain
Broker Non-Votes
179,613,481
5,099,855
269,110
Item 9.01. >Financial Statements and Exhibits.
(d) Exhibits
10.1 Amended and Restated Edwards Lifesciences Corporation
Long-Term Stock Incentive Compensation Program (incorporated by
reference to Appendix A to Edwards Definitive Proxy Statement,
filed March 30, 2017)
10.2 Amended and Restated Edwards Lifesciences Corporation
Employee Stock Purchase Plan for United States Employees
(incorporated by reference to Appendix B to Edwards Definitive
Proxy Statement, filed March 30, 2017)


About EDWARDS LIFESCIENCES CORPORATION (NYSE:EW)

Edwards Lifesciences Corporation is focused on technologies that treat structural heart disease and critically ill patients. The Company manufactures heart valve systems and repair products used to replace or repair a patient’s diseased or defective heart valve. It develops hemodynamic monitoring systems used to measure a patient’s cardiovascular function in the hospital setting. The Company conducts operations around the world and is managed in various geographical regions, including the United States, Europe, Japan, and Rest of World. All regions sell products that are used to treat advanced cardiovascular disease. The Company’s products and technologies it offers to treat advanced cardiovascular disease are categorized into three areas: Transcatheter Heart Valve Therapy, Surgical Heart Valve Therapy and Critical Care.

EDWARDS LIFESCIENCES CORPORATION (NYSE:EW) Recent Trading Information

EDWARDS LIFESCIENCES CORPORATION (NYSE:EW) closed its last trading session up +0.34 at 110.59 with 1,018,092 shares trading hands.