Edwards Lifesciences Corporation

05/08/2025 | Press release | Distributed by Public on 05/08/2025 15:12

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Approval of the Amendment and Restatement of the U.S. ESPP and the International ESPP
At the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Edwards Lifesciences Corporation, a Delaware Corporation (the "Company"), the Company's stockholders approved (i) the amendment and restatement of the Company's 2001 Employee Stock Purchase Plan for United States Employees (the "U.S. ESPP") to increase the total number of shares of common stock available for issuance under the U.S. ESPP by 4,200,000 shares, and (ii) the amendment and restatement of the Company's 2001 Employee Stock Purchase Plan for International Employees (the "International ESPP") to increase the total number of shares of common stock available for issuance under the International ESPP by 1,460,000 shares.
The complete terms of the U.S. ESPP and the International ESPP are qualified in their entirety by reference to the full text of the U.S. ESPP and the International ESPP, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.
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, which was held on May 8, 2025, are as follows:
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
Leslie C. Davis 459,715,192.49 7,221,251.60 2,222,260.44 28,460,642.92
David T. Feinberg, MD 463,650,173.49 3,252,987.60 2,255,543.44 28,460,642.92
Kieran T. Gallahue 460,549,643.49 6,380,185.60 2,228,875.44 28,460,642.92
Leslie S. Heisz 460,717,084.49 6,230,290.60 2,211,329.44 28,460,642.92
Paul A. LaViolette 433,618,800.49 32,092,767.60 3,447,136.44 28,460,642.92
Steven R. Loranger 456,758,973.49 10,172,562.60 2,227,168.44 28,460,642.92
Ramona Sequeira 463,609,667.49 3,543,204.60 2,005,832.44 28,460,642.92
Nicholas J. Valeriani 451,626,263.49 15,542,600.60 1,989,840.44 28,460,642.92
Bernard J. Zovighian 462,058,007.49 5,115,684.60 1,985,012.44 28,460,642.92
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
412,893,480.47 56,265,224.07 0 28,460,642.92
Proposal 3: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 was approved as set forth below:
For Against Abstain Broker Non-Votes
447,661,338.99 49,958,008.47 0 0
2
Proposal 4: The Amendment and Restatement of the Company's 2001 Employee Stock Purchase Plan for United States Employees was approved as set forth below:
For Against Abstain Broker Non-Votes
465,164,269.59 3,994,434.95 0 28,460,642.92
Proposal 5: The Amendment and Restatement of the Company's 2001 Employee Stock Purchase Plan for International Employees was approved as set forth below:
For Against Abstain Broker Non-Votes
465,171,061.59 3,987,642.95 0 28,460,642.92
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