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 2, 2019
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
Registrants 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)) |
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. ☐
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, $1.00 par value | EW | New York Stock Exchange |
Item 5.07. Submission of Matters to a Vote of Security Holders
On May 8, 2019, Edwards Lifesciences Corporation (the Company) held its 2019 Annual Meeting of Stockholders. The final results of voting for each matter submitted to a vote of stockholders at the meeting are as follows:
(i) |
Proposal 1 : All the nominees for director listed in Proposal 1 were elected to serve one-year terms ending in 2020 as set forth below: |
Nominee |
For | Against | Abstain | Broker Non-Votes | ||||||||||||
Michael A. Mussallem |
163,597,124 | 6,152,175 | 388,283 | 17,111,715 | ||||||||||||
Kieran T. Gallahue |
169,168,869 | 809,951 | 158,762 | 17,111,715 | ||||||||||||
Leslie S. Heisz |
169,209,765 | 773,629 | 154,188 | 17,111,715 | ||||||||||||
William J. Link, Ph.D. |
163,559,537 | 6,421,590 | 156,455 | 17,111,715 | ||||||||||||
Steven R. Loranger |
166,551,948 | 3,429,471 | 156,163 | 17,111,715 | ||||||||||||
Martha H. Marsh |
167,035,795 | 2,955,657 | 146,130 | 17,111,715 | ||||||||||||
Wesley W. von Schack |
168,960,590 | 1,019,292 | 157,700 | 17,111,715 | ||||||||||||
Nicholas J. Valeriani |
166,581,727 | 3,402,894 | 152,961 | 17,111,715 |
(ii) |
Proposal 2 : The non-binding advisory proposal regarding compensation of Edwards named executive officers was approved/not approved as set forth below: |
For |
Against |
Abstain |
Broker Non-Votes |
|||
161,354,536 | 8,377,540 | 405,506 | 17,111,715 |
(iii) |
Proposal 3 : Ratification of the selection of PricewaterhouseCoopers LLP as Edwards independent registered public accounting firm for the fiscal year ending December 31, 2019 was approved/not approved as set forth below: |
For |
Against |
Abstain |
Broker Non-Votes |
|||
182,484,336 | 4,611,317 | 153,644 | |
(iv) |
Proposal 4 : The non-binding advisory stockholder proposal regarding independent chair policy was not approved as set forth below: |
For |
Against |
Abstain |
Broker Non-Votes |
|||
37,295,749 | 132,448,356 | 393,477 | 17,111,715 |
Item 8.01. Other Events
Entry Into Accelerated Share Repurchase Agreement and New Share Repurchase Authorization
On May 2, 2019, the Company entered into an accelerated share repurchase agreement (ASR) to repurchase $150 million of the Companys common stock. Under the terms of the ASR, the Company received approximately 672,000 shares. The final number of shares to be repurchased will be based on the volume-weighted average share price during the term of the agreement.
On May 8, 2019, the Board of Directors of Edwards Lifesciences authorized an additional $1 billion for repurchases of the Companys outstanding shares of common stock. A total of $1.3 billion authorization remains under the Companys share repurchase 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.
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 8, 2019
EDWARDS LIFESCIENCES CORPORATION | ||
By: | /s/ Linda J. Park | |
Linda J. Park |
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Vice President, Associate General Counsel, and Secretary |