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EW > SEC Filings for EW > Form 8-K on 9-May-2014All Recent SEC Filings

Show all filings for EDWARDS LIFESCIENCES CORP

Form 8-K for EDWARDS LIFESCIENCES CORP


9-May-2014

Change in Directors or Principal Officers, Submission of Matters to a V


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

At the 2014 Annual Meeting of Stockholders (the "2014 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 2014 Annual Meeting, in person or by proxy, and entitled to vote. In addition to certain technical, conforming, and clarifying changes, these amendments include the following additional changes:

Increase the Aggregate Share Limit. The total number of shares of common stock available for issuance under the Long-Term Stock Program was increased by 2,000,000 shares for an aggregate of 50,900,000 shares.

Increase in the Aggregate Limit on Restricted Stock and Restricted Stock Units. The total number of shares of common stock that may be issued as restricted stock and restricted stock unit awards under the Long-Term Stock Program was increased by 1,000,000 shares. For purposes of clarity, any shares that are delivered pursuant to restricted stock or restricted stock units awards also count against (and are not in addition to) the aggregate share limit described above.

Extension of Performance-Based Award Feature. The feature of the Long-Term Stock Program that provides flexibility to grant certain performance-based awards designed to satisfy the requirements for deductibility of compensation under Section 162(m) of the Internal Revenue Code will be extended through April 1, 2018.

Clarification of Subsidiary Representative Director Eligibility. It was clarified that representative directors of our foreign subsidiaries, who may not be treated as employees under local law, but are treated as employees by the subsidiary for all other purposes, are eligible to participate in the Long-Term Stock Program.

A more detailed description of the amended and restated Long-Term Stock Program is set forth in Edwards' Definitive Proxy Statement, filed March 28, 2014, under the Securities Exchange Act of 1934 (the "Proxy Statement") in the section entitled "Proposal 2 - Amendment and Restatement of the Long-Term Stock Incentive Compensation Program," and is incorporated herein by reference. Such description is qualified in its entirety by reference to the Long-Term Stock Program attached to the Proxy Statement as Appendix A and incorporated herein by reference as Exhibit 10.1.

At the 2014 Annual Meeting, stockholders of Edwards also approved the amendment and restatement of Edwards' 2001 Employee Stock Purchase Plan for International Employees (the "International ESPP") by the affirmative vote of a majority of the shares of common stock represented at the 2014 Annual Meeting, in person or by proxy, and entitled to vote. In addition to certain technical, conforming, and clarifying changes, these amendments include the following additional changes:

Increase the Aggregate Share Limit. The total number of shares of common stock available for issuance under the International ESPP was increased by 300,000 shares.

Clarification of Subsidiary Representative Director Eligibility. It was clarified that representative directors of our foreign subsidiaries, who may not be treated as employees under local law, but are treated as employees by the subsidiary for all other purposes, are eligible to participate in the International ESPP.

A more detailed description of the amended and restated International ESPP is set forth in the Proxy Statement in the section entitled "Proposal 3 - 2001 Employee Stock Purchase Plan for International Employees," and is incorporated herein by reference. Such description is qualified in its entirety by reference to the International ESPP attached to the Proxy Statement as Appendix B and incorporated herein by reference as Exhibit 10.2.



Item 5.07. Submission of Matters to a Vote of Security
Holders

On May 8, 2014, Edwards held its 2014 Annual Meeting. The final results of voting for each matter submitted to a vote of stockholders at the meeting are as follows:

(i) Both nominees for director listed in Proposal 1 were elected to serve one-year terms ending in 2015 by the following vote:

                      For        Against    Abstain   Broker Non-Votes
John T. Cardis     84,630,842   1,332,250   55,236       7,647,868

David E.I. Pyott   84,007,430   1,955,771   55,127       7,647,868


(ii) Proposal 2 - The Amended and Restated Long-Term Stock Program was approved by the following vote:

For Against Abstain Broker Non-Votes 81,512,556 4,397,510 108,262 7,647,868

(iii) Proposal 3 - The Amended and Restated Employee Stock Purchase Plan for International Employees was approved by the following vote:

For Against Abstain Broker Non-Votes 85,343,201 581,331 93,796 7,647,868

(iv) Proposal 4 - The non-binding advisory proposal regarding compensation of Edwards' named executive officers was approved by the following vote:

For Against Abstain Broker Non-Votes 75,722,819 10,051,873 243,636 7,647,868

(v) Proposal 5 - Ratification of the selection of PricewaterhouseCoopers LLP as Edwards' independent public accountants for the fiscal year ending December 31, 2014 was approved by the following vote:

For Against Abstain Broker Non-Votes 91,664,818 1,915,588 85,790 0

(vi) Proposal 6 - The stockholder proposal regarding action by written consent was defeated by the following vote:

For Against Abstain Broker Non-Votes 30,394,819 55,240,017 383,492 7,647,868



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 28, 2014, under the Securities Exchange Act of 1934).

10.2 Amended and Restated 2001 Employee Stock Purchase Plan for International Employees (incorporated by reference to Appendix B to Edwards' Definitive Proxy Statement, filed March 28, 2014, under the Securities Exchange Act of 1934).


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