Edwards Lifesciences Corp (Form: 8-K, Received: 05/08/2020 16:28:16)

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 7, 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

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 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 7, 2020, Edwards Lifesciences Corporation, a Delaware corporation (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”), at which stockholders approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 350 million shares to 1.05 billion shares for the purpose of effecting a three-for-one forward split. The Amendment became effective immediately upon filing with the Secretary of State of the State of Delaware on May 7, 2020. The Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07.

Submission of Matters to a Vote of Security Holders

On May 7, 2020, the Company held its 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
Michael A. Mussallem		157,481,237		8,474,454		1,249,682		12,905,840
Kieran T. Gallahue		147,398,516		19,608,737		198,120		12,905,840
Leslie S. Heisz		166,136,448		869,369		199,556		12,905,840
William J. Link, Ph.D.		157,861,919		8,151,087		1,192,367		12,905,840
Steven R. Loranger		164,712,949		2,285,664		206,760		12,905,840
Martha H. Marsh		164,712,482		2,299,683		193,208		12,905,840
Ramona Sequeira		166,609,905		379,443		216,025		12,905,840
Nicholas J. Valeriani		164,696,291		2,281,116		227,966		12,905,840

(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
156,231,572	10,652,305	321,496	12,905,840

(iii)

Proposal 3: The 2020 Nonemployee Directors Stock Incentive Program was approved as set forth below:


For	Against	Abstain	Broker Non-Votes
158,980,270	7,898,492	326,611	12,905,840

(iv)	Proposal 4: The amendment of the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock for the purpose of effecting a three-for-one stock split was approved as set forth below:


For	Against	Abstain
178,250,404	1,712,375	148,434

(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, 2020 was approved as set forth below:


For	Against	Abstain
170,659,116	9,217,670	234,427

(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
29,599,433	136,875,003	730,937	12,905,840

Item 7.01.

Regulation FD Disclosure

On May 7, 2020, the Company issued a press release announcing the retirement of Wesley von Schack from the Board of Directors, the appointment of Martha Marsh as the new Lead Independent Director, the election of Ramona Sequeira to the Board at the Annual Meeting and a three-for-one stock split of the outstanding shares of the Company’s common stock. 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

	3.1	Certificate of Amendment of Amended and Restated Certificate of Incorporation

	99.1	Press Release dated May 7, 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: May 8, 2020


EDWARDS LIFESCIENCES CORPORATION

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

Exhibit 3.1

CERTIFICATE OF AMENDMENT OF

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

EDWARDS LIFESCIENCES CORPORATION

Edwards Lifesciences Corporation (the “Corporation”), a corporation organized and existing under the laws of the state of Delaware (the “DGCL”), does hereby certify that:

The name under which the Corporation was originally incorporated was CVG Controlled Inc. and the original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on September 10, 1999.

This Certificate of Amendment amends the provisions of the Corporation’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) filed with the Secretary of State of the State of Delaware on May 16, 2013.

The Certificate of Amendment was duly adopted by the Board of Directors of the Corporation and by the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.

The first sentence of Article FOURTH of the Certificate of Incorporation be and hereby is amended and restated in its entirety to read as follows:

“The total number of shares of stock which the Corporation shall have authority to issue is One Billion One Hundred Million (1,100,000,000) shares, of which Fifty Million (50,000,000) shares, par value $.01 per share, shall be preferred stock (“Preferred Stock”) and of which One Billion Fifty Million (1,050,000,000) shares, par value $1.00 per share, shall be common stock (the “Common Stock”).”

This Certificate of Amendment shall become effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed on its behalf on this 7^th day of May 2020.


EDWARDS LIFESCIENCES CORPORATION

By:		/s/ Michael A. Mussallem
		Michael A. Mussallem
		Chairman of the Board and
		Chief Executive Officer

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

Stockholders Approve Board Recommendations, Including Stock Split

IRVINE, Calif., May 7, 2020 – Edwards Lifesciences Corporation (NYSE: EW), the global leader in patient-focused innovations for structural heart disease and critical care monitoring, today announced updates from its annual meeting, in which Edwards’ stockholders voted with the board’s recommendations on all proxy proposals.

During the meeting, held earlier today, the company also announced changes to the company’s board of directors. Wes von Schack, who has been a director since 2010, has retired from the board and Edwards’ stockholders approved the appointment of Ramona Sequeira to the board. Sequeira is president of Takeda Pharmaceuticals USA, Inc., and also leads Takeda’s global portfolio commercialization efforts.

“I’d like to take this opportunity to express my sincere appreciation and gratitude to Wes, who has retired after serving on Edwards’ board for 10 years,” said Michael A. Mussallem, Edwards’ chairman and CEO. “Wes was a substantial contributor to our board, utilizing his decades of experience as a CEO and board chairman. His engagement and guidance during a period of significant growth and progress at Edwards have been valued and admired. We thank Wes for his leadership, service and contributions.”

During von Schack’s tenure with the board, he served as presiding director and then lead independent director. Martha Marsh, a board member since 2015, assumed the role of lead independent director. Marsh served the healthcare industry for more than 30 years in a variety of leadership positions, including as president and CEO of Stanford Hospital and Clinics and CEO of the University of California Davis Medical Center.

“Also today, we welcome Ramona to Edwards’ board of directors, and we look forward to her insights as an experienced lifesciences executive, working around the world to help deliver important therapies to patients,” said Mussallem. “Ramona has a passion for healthcare innovation and patient access that aligns with the values and strategy of our company, and we are confident she will further strengthen our talented and engaged board.”

During her more than 20-year career in the pharmaceutical industry, Sequeira has held leadership roles with Takeda Pharmaceutical Company and previously with Eli Lilly and Company in the U.S., Europe and Canada. Currently, she serves as treasurer on the board of directors of the Pharmaceutical Research and Manufacturers of America (PhRMA), which represents biopharmaceutical research companies.

Also at today’s annual meeting, stockholders approved the company’s plan to execute a 3-for-1 stock split. The split of the company’s outstanding shares of common stock will be effected in the form of a stock dividend of two shares of common stock to the holders of record of each share of Edwards’ common stock as of the close of business on May 18, 2020. The additional shares will be distributed on May 29, 2020.

The stock split will increase the number of common shares outstanding from approximately 212 million shares to approximately 636 million shares. The company’s last stock split occurred in December 2015; this will be the company’s third since it went public in April 2000.

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 execution of the stock split. 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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