SEC Document



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 12, 2016
 
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:
 
o              Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o           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 2016 Annual Meeting of Stockholders (the “2015 Annual Meeting”) of Edwards Lifesciences Corporation (“Edwards”), stockholders of Edwards approved 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 2016 Annual Meeting, in person or by proxy, and entitled to vote. The amendments to the Long-Term Stock Program approved by stockholders included the following:
Increase the Aggregate Share Limit. The total number of shares of Edwards common stock available for issuance under the Long-Term Stock Program was increased by 2,000,000 shares to a new total share limit of 107,800,000 shares.
  
Extend the Term. The term of the Long‑Term Stock Program was extended until February 25, 2026.

The foregoing description of Long-Term Stock Program amendments is qualified in its entirety by the full text of the Long-Term Stock Program, which is Exhibit 10.1 hereto and incorporated herein by this reference.

Item 5.07.                                        Submission of Matters to a Vote of Security Holders
 
On May 12, 2016, Edwards held its 2016 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 2016 by the following votes:
 
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Michael A. Mussallem
 
166,355,055
 
5,704,483
 
865,143
 
15,404,353
 
 
 
 
 
 
 
 
 
John T. Cardis
 
168,230,485
 
4,565,819
 
128,377
 
15,404,353
 
 
 
 
 
 
 
 
 
Kieran T. Gallahue
 
169,749,007
 
3,048,813
 
126,861
 
15,404,353
 
 
 
 
 
 
 
 
 
William J. Link, Ph.D.
 
166,378,327
 
6,417,212
 
129,142
 
15,404,353
 
 
 
 
 
 
 
 
 
Steven R. Loranger
 
171,484,502
 
1,310,101
 
130,078
 
15,404,353
 
 
 
 
 
 
 
 
 
Martha H. Marsh
 
171,711,505
 
1,089,729
 
123,447
 
15,404,353
 
 
 
 
 
 
 
 
 
Wesley W. von Schack
 
169,882,924
 
2,909,946
 
131,811
 
15,404,353
 
 
 
 
 
 
 
 
 
Nicholas J. Valeriani
 
170,324,650
 
2,471,878
 
128,153
 
15,404,353

(ii)  Proposal 2 — The non-binding advisory proposal regarding compensation of Edwards’ named executive officers was approved by the following vote:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
164,969,852
 
7,253,369
 
701,460
 
15,404,353











(iii)  Proposal 4 — The Amended and Restated Long-Term Stock Program was approved by the following vote:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
160,142,709
 
12,486,645
 
295,327
 
15,404,353
 
(iv)  Proposal 4 — Ratification of the selection of PricewaterhouseCoopers LLP as Edwards’ independent public accountants for the fiscal year ending December 31, 2016 was approved by the following vote:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
179,825,418
 
8,334,535
 
169,081
 
-
 

Item 9.01.                                        Financial Statements and Exhibits.
 
(d) Exhibits
 
10.1         Amended and Restated Long-Term Stock Incentive Compensation Program (incorporated by reference to Appendix A to Edwards’ Definitive Proxy Statement, filed March 31, 2016)  






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 13, 2016
 
 
 
 
 
 
 
 
EDWARDS LIFESCIENCES CORPORATION
 
 
 
 
 
 
 
By:
/s/ Denise E. Botticelli
 
 
Denise E. Botticelli
 
 
Vice President, Associate General Counsel, and Secretary
 
 
 
 






Exhibit Index
 
Exhibit
Number
 
Description
 
 
 
10.1
 
Amended and Restated Long-Term Stock Incentive Compensation Program (incorporated by reference to Appendix A to Edwards’ Definitive Proxy Statement, filed March 31, 2016)