Additional Proxy Soliciting Materials (definitive) (defa14a)
April 12 2018 - 6:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under
§240.14a-12
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Edwards Lifesciences Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(1)
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0-11.
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Rule 0-11(a)(2)
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Edwards Lifesciences2018 Shareholder Engagement
Use of
Non-GAAP
Financial MeasuresUnless otherwise indicated, all
figures are GAAP financial measuresA reconciliation of
non-GAAP
historical financial measures to the most comparable GAAP measure is available at www.edwards.com The Company is not able to provide a
reconciliation of future projections that exclude special items to expected reported results due to the unknown effect, timing and potential significance of special charges or gains, and managements inability to forecast charges associated
with future transactions and initiatives2
Edwards Life sciences Snapshot Leadership positions in key product lines drive consistently strong results KEY
FACTS AND FIGURES Ticker EW (NYSE)Market Capitalization1 $29.9 Billion 2017 Revenue2 $3.4 Billion 2017 Share Repurchases2 $752.1 Million Fiscal Year End December 31KEY PRODUCT LINES 10%10% ROW Transcatheter Heart Valve Therapy (THVT)The Leader in a
~$3B Global Transcatheter Heart Valve Segment Japan2017 Revenue2 = $2.0 Billion U.S. 56%Surgical Heart Valve Therapy (SHVT)The Leader in a ~$1.8B Global Surgical Heart Valve Opportunity Europe2017 Revenue2 = $807 Million24%Critical Care Technologies
The Leader in the $765M Global Hemodynamic Monitoring Industry3 Serving patients in more than 2017 Revenue2 = $601 Million 100 countries worldwide1 Market capitalization as of March 19, 20182 For the year ended December 31, 2017 EW
Form
10-K3
Includes pulmonary artery catheters and pressure monitoring products3
Edwards Focused Strategy Has Produced Exceptional Long Term Value Total Shareholder Return1 Market Cap:
$23.9B
1-Year
3-Year
5-Year
10-Year
R&D: 16% of Sales EW 53% 92% 251% 1,189% SPHEI2
30% 62% 156% 285% S&P 500 18% 41% 97% 167% $3.4 $3.5 $3.0 $3.0 Market Cap: $1.5B $2.5 $2.5 R&D: 9% of Sales $2.3 $2.0 $2.0 $1.9 $1.7 $1.5 $1.4 $1.3 $1.2 $1.1 $1.0 $1.0 $1.0 $0.9 $0.9 $0.5 $0.0 2003 2004 2005 2006 2007 2008 2009 2010 2011
2012 2013 2014 2015 2016 2017 Edwards Reported Sales ($ in billions) 1 Capital IQ, as of March 16, 2018 2 S&P Health Care Equipment Index 4
Independent & Diverse Board of Directors NAME PRIMARY OCCUPATION Board Independence Kieran T. Gallahue
Former Chairman and CEO 88% Joined in 2015 CareFusion Corporation Leslie S. Heisz Former Managing Director Joined in 2016 Lazard Frères & Co. Women on Board William J. Link, Ph.D. Managing Director and
Co-Founder
Joined in 2009 Versant Ventures 25% Steven R. Loranger Former Chairman, President and CEO Joined in 2016 ITT
Corporation Martha H. Marsh Retired President and CEO Director Age Joined in 2015 Stanford Hospital & Clinics Average: 65 years Michael A. Mussallem Chief Executive Officer and Chairman 4 Joined in 2000 Edwards Lifesciences Corporation 2 2
Wesley W. von Schack Chairman Joined in 2010 AEGIS Insurance Services, Inc. Nicholas J. Valeriani Former CEO, West Health Institute < 60 years 6169 years > 70 years Joined in 2014 Former EVP, Johnson & Johnson Independent
Director Highlighted row indicates Independent Presiding Director Our Board strives to maintain a highly independent, balanced and diverse set of directors that collectively possess the expertise to ensure proper oversight 5
Committed to Board Accountability and Responsiveness Annual election of directors Our Board proactively
Majority vote standard engages with shareholders and Special shareholder meetings (15% threshold) takes action in response to Proxy access right (3% / 3 years / 2 or 20% / 30 shareholders) shareholder feedback Corporate Independent Presiding
Director and highly independent board Governance Over time, we have Highlights Board refreshment and retirement policy for directors amended our Charter and Bylaws to adopt Senior management succession planning various shareholder rights and to
align our Active shareholder engagement governance practices No shareholder rights plan (poison pill) with our shareholders interests No supermajority voting provisions in the Companys organizational documents
Pay-for-performance
alignment Robust executive stock ownership guidelines Minimum three-year vesting Clawback policy for performance-based compensation
Compensation Program Performance-based equity No excise tax
gross-ups
Highlights Double Trigger in the event of a change in control No repricing or buyout of underwater stock options Link between
performance measures & strategic No pledging or hedging of Edwards securities imperatives 6
Shareholder Proposal: Written Consent EW previously conducted extensive outreach in which shareholders
overwhelmingly expressed their preference for our currently constituted special meeting right over a written consent right 2015 2016 2015 Outreach Board Deliberation 2016 Outreach Board Response Engaged with Determined that reducing Engaged with
shareholders In light of the shareholders the special meeting representing >50% of feedback received, representing ~43% of threshold from 25% to outstanding shares in February 2016, outstanding shares 15% would be most the Board amended
responsive to the our Bylaws to Summary Feedback broadest group of reduce the threshold Summary Feedback shareholders and may be All but one shareholder for the special Shareholders strongly the appropriate course of said they considered the meeting
right from preferred the right to call action Boards proposed action to 25% to 15% of our a special meeting over be responsive to the vote outstanding shares the right to act by written ï,§ Began planning on the 2015 proposal consent
additional outreach to confirm that shareholders ï,§ All shareholders approved would respond favorably of the Boards process to this course of action The Board recommends that shareholders vote AGAINST this proposal 7
Shareholder Proposal: Written Consent Our current special meeting right is reflective of EWs specific
circumstances and direct feedback from EWs shareholders Why Our Current Special Meeting Why Written Consent Does Not Right Benefits EW Shareholders Make Sense for EW Shareholders Provides shareholders with a meaningful opportunity to Is not
consistent with the overwhelming feedback act in between annual meetings previously received from shareholders on this specific issue Is the product of substantial Board efforts including multiple rounds of shareholder engagement Does not require
advance notice to all shareholders for Provides shareholders with an opportunity to discuss proposed actions all the merits of a proposed action in an organized fashion Prevents all shareholders from being consulted on key matters impacting their
investment Allows the Board to make a thoughtful and informed recommendation about all proposed actions Reduces transparency into the rationale for key actions The current 15% threshold is reflective of EWs history Creates an opportunity for
short-term or special interest of significant concentration in its shareholder base shareholders to approve proposals that are not in the Only 13% of S&P 500 companies provide shareholders interests of all shareholders a
special meeting right with a threshold at or below 15% 15% special meeting threshold was determined by Board based on EWs history of significant shareholder concentration Over the past decade, EW Approximately 75% of that 5 different
institutions have has always had at least time, EW has had at least owned >10% of EWs one shareholder with one shareholder with stock at some point ownership >8% ownership >10% during that time 8
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