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 11, 2023
(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.
On May 11, 2023, the Board of Directors (the “Board”) of Edwards Lifesciences Corporation, a Delaware corporation (the “Company”), approved an increase in Bernard J. Zovighian’s base salary level to $1,050,000 annually and increased his incentive pay objective under the Company’s annual cash incentive plan to $1,470,000 in connection with Mr. Zovighian’s previously disclosed appointment as Chief Executive Officer of the Company, in each case effective May 11, 2023.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 11, 2023, the Company held its 2023 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 provide for exculpation of officers as permitted by the Delaware General Corporation Law. The Amendment became effective immediately upon filing with the Secretary of State of the State of Delaware on May 12, 2023. 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
The final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting held on May 11, 2023 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 |
473,227,527.92 | 6,591,135.00 | 1,377,175.48 | 35,121,526.09 | ||||||||||||
| Leslie H. Heisz |
472,196,853.92 | 7,153,041.00 | 1,845,943.48 | 35,121,526.09 | ||||||||||||
| Paul A. LaViolette |
465,426,799.92 | 14,400,869.00 | 1,368,169.48 | 35,121,526.09 | ||||||||||||
| Steven R. Loranger |
473,116,086.92 | 6,695,761.00 | 1,383,990.48 | 35,121,526.09 | ||||||||||||
| Martha H. Marsh |
465,653,489.92 | 14,193,786.00 | 1,348,562.48 | 35,121,526.09 | ||||||||||||
| Michael A. Mussallem |
458,380,614.92 | 20,997,027.00 | 1,818,196.48 | 35,121,526.09 | ||||||||||||
| Ramona Sequeira |
474,590,055.92 | 5,186,368.00 | 1,419,414.48 | 35,121,526.09 | ||||||||||||
| Nicholas J. Valeriani |
459,189,960.92 | 20,660,281.00 | 1,345,596.48 | 35,121,526.09 | ||||||||||||
| Bernard J. Zovighian |
477,740,715.92 | 2,088,465.00 | 1,366,657.48 | 35,121,526.09 | ||||||||||||
(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 | |||
| 438,121,670.30 | 43,074,168.09 | 0 | 35,121,526.09 |
(iii) Proposal 3: The advisory proposal regarding the frequency of advisory votes on named executive officer compensation was approved with one year as the preferred frequency of the Company’s future votes on named executive officer compensation as set forth below:
| ONE YEAR |
TWO YEARS |
THREE YEARS |
Abstain |
Broker Non-Votes | ||||
| 473,620,547.39 | 302,301.00 | 5,670,700.00 | 1,602,290.00 | 35,121,526.09 |
Based on the voting results for Proposal 3, the Company will include an advisory proposal regarding the Company’s named executive officer compensation in its proxy materials every year for each annual meeting of stockholders.
(iv) Proposal 4: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was approved as set forth below:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 476,773,551.50 | 38,169,658.00 | 1,374,155.00 | 0 |
(v) Proposal 5: The amendment of the Company’s Certificate of Incorporation to provide for exculpation of officers as permitted by the Delaware General Corporation Law was approved as set forth below:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 418,466,793.81 | 97,850,570.68 | 0 | 0 |
(vi) Proposal 6: The stockholder proposal regarding an independent board chairman policy was not approved as set forth below:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 110,198,965.08 | 370,996,873.31 | 0 | 35,121,526.09 |
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment of Amended and Restated Certificate of Incorporation | |
| 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 15, 2023
| EDWARDS LIFESCIENCES CORPORATION | ||
| By: | /s/ Linda J. Park | |
| Linda J. Park | ||
| Senior Vice President, Associate General Counsel, and Corporate Secretary | ||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
EDWARDS LIFESCIENCES CORPORATION
Pursuant to Section 242
of the General Corporation Law of the State of Delaware
Edwards Lifesciences Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:
1. The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by deleting Article NINTH thereof and inserting the following in lieu thereof:
“NINTH: To the fullest extent that the General Corporation Law of the State of Delaware, as it exists on the date hereof or as it may hereafter be amended, permits the limitation or elimination of the liability of directors or officers, no person who is, or was at any time but is no longer serving as, a director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such person as a director or officer. If the General Corporation Law of the State of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended. No amendment to or repeal of this Article NINTH shall have the effect of increasing the liability or alleged liability of any director or officer of the Corporation for or with respect to any act or omission of such director or officer occurring prior to such amendment or repeal.”
2. The foregoing amendment was duly adopted in accordance with the provisions of Sections 242 of the General Corporation Law of the State of Delaware.
[Signature Page Follows]
IN WITNESS WHEREOF, Edwards Lifesciences Corporation has caused this Certificate to be executed by its duly authorized officer on this 11th day of May, 2023.
| EDWARDS LIFESCIENCES CORPORATION | ||
| By: | /s/ Linda J. Park | |
| Name: Linda J. Park | ||
| Office: Senior Vice President, Associate General Counsel and Corporate Secretary | ||