Current Report Filing (8-k)

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) July 13, 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 5.02

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

On July 15, 2020, Edwards Lifesciences Corporation, a Delaware corporation (the “Company”), announced that Paul A. LaViolette was appointed to the Company’s Board of Directors, effective July 13, 2020. The Board also appointed Mr. LaViolette to serve as a member of the Compensation and Governance Committee of the Board of Directors.

There is no arrangement or understanding between Mr. LaViolette and any other persons pursuant to which he was selected as a director. Mr. LaViolette has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. LaViolette will receive the same compensation for his services as a director as the Company’s other nonemployee directors as described under “Director Compensation” in the Company’s 2020 Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2020. The Company will also enter into its standard form of indemnification agreement with Mr. LaViolette, which agreement is filed as Exhibit 10.20 to the Company’s Form 10-K for the fiscal year ended December 31, 2011, filed with the SEC on February 27, 2012.

A copy of the press release announcing his appointment is filed as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits



	99.1			Press Release dated July 15, 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: July 15, 2020