Edwards Lifesciences : Annual Stockholder Meeting Transcript

Published: 2025-05-09 19:54:04 ET EW

Published on 05/09/2025 at 19:54

Presenters

Welcome to the Edwards Lifesciences 2025 Annual Meeting of Stockholders. As a reminder, this meeting is being recorded. It is now my pleasure to introduce you to your host, Nicholas Valeriani.

Good morning and welcome to the 2025 Annual Meeting of Stockholders of Edwards Lifesciences Corporation. My name is Nicholas Valeriani. I am the chairman of the Board of Directors, and I will be chairing this meeting. With me in the room today is Bernard Zovighian, our CEO. I now call the meeting to order.

Thank you for your attendance. We are excited to have you here virtually with us today. This year marks Edwards Lifesciences 25th anniversary as a public company, and I am proud of our consistent and unwavering dedication to pioneering breakthrough technologies, generating world-class evidence and establishing partnerships with clinician and healthcare stakeholders around the world. Our employees are inspired by our patient-focused culture, and they are highly motivated to deliver life-changing innovations to those who need them most.

Our long-standing commitment to helping patients has positioned Edwards as the leader in structural heart innovation, transforming care for millions of patients, while solving large and complex needs and pioneering therapeutic categories. 2025 is off to a strong start, and we have already achieved several important milestones, including the national coverage decision for our trans catheter tricuspid valve EVOQUE, CE mark approval of our SAPIEN M3 mitral valve replacement system, the release of eight-year data confirming the long-term durability of our proprietary RESILIA tissue, and just last week, the FDA approval of the Edward SAPIEN 3 platform to treat asymptomatic patients. Looking to the future, we expect to build on these many impactful catalysts for our company, and thank you for your continued interest and support in Edwards.

Now, moving on to the business portion of today's meeting. I bring to your attention that these proceedings are being recorded and broadcast online. A recording and a transcript script of this meeting will also be available on our Investor Relations website. The rules of conduct for this meeting are available at the top of the webcast. Linda Park, Corporate Secretary of the company will act as the secretary of this meeting. She has reported to me that proper notice of

this meeting was mailed to all stockholders of record on the record date. Our preliminary report of the inspectors of election indicates that a majority of shares entitled to vote at this meeting are represented and that we have a quorum. Accordingly, this meeting has been properly convened.

Let me speak briefly about corporate governance at Edwards. The company and our Board take our commitment to good corporate governance very seriously. All of our governance documents, guidelines and committee charters are available on our website or upon request from our corporate secretary. We have demonstrated our commitment to good governance and our responsiveness to stockholders by giving stockholders the right to proxy access and to call special meetings, by eliminating super majority voting provisions and by declassifying our Board so that our directors are elected annually. We have also conducted a robust process of board refreshment to ensure that we are well prepared for what lies ahead and to position our company for a bright future.

Ensuring a sustainable future for patients is core to everything we do at Edwards. Sustainability, which we refer to as our corporate impact, reflects our dedication to those with unmet needs and the positive influence we have on patients, society and our stakeholders. We have many examples of the deep impact we are making around the world, fueled by our passion for helping patients. We, at Edwards, are committed to leading this effort with integrity, transparency and a focus on a better tomorrow.

And now I would like to introduce our director nominees who are in attendance with us today, which includes myself, as well as Bernard Zovighian, Leslie Davis, Dr. David Feinberg. Both Leslie and David joined our Board last year. Kieran, Gallahue, Leslie Heisz, Paul A. LaViolette, Steve Loranger and Ramona Sequeira. I am very proud of the strength, breadth of experience and range of expertise of our Board. I'd like to thank each of you for dedication and commitment and for the time and energy you devote to serving Edwards.

Also joining us today are Graham Poles and Chris Myrtle [ph] from PricewaterhouseCoopers [ph], the independent registered public accounting firm for our company. They will be available to respond to any questions a little later in the meeting. Linda Park and Scott Kindle, a representative of median communications, have been appointed and duly sworn in as inspectors of election for the meeting.

I would now like to move on to the formal business of the meeting. After all items have been presented and before the polls are closed, there will be an opportunity for questions regarding the proposals. The polls are now open. As a reminder, stockholders attending the virtual meeting can vote their shares online from now through the closing of the polls by logging into the meeting website as a stockholder, and clicking the vote here button on your screen. If you have previously voted by proxy and do not wish to change your vote, your vote will be cast as you previously instructed, and no further action is required.

We will now proceed to the first item of business. The first item of business is the election of directors each for a one-year term. There are nine total director nominees, and our board recommends a vote for each of the nominees. Since no notice of any other nominees was received in accordance with the bylaws of the company, nominations for our board are now closed.

The second item of business is an advisory vote to approve the compensation of the company's named executive officers. Our board recommends a vote for this proposal. The third item of business is the ratification of the appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm for 2025. Our Board recommends a vote for this proposal.

The fourth item of business is the approval of the amendment and restatement of our 2001 employee stock purchase plan for US employees, to increase the total number of shares of common stock available for issuance by 4.2 million shares. Our Board recommends a vote for this proposal. And the fifth item of business is the approval of the amendment and restatement of our 2001 employee stock purchase plan for international employees to increase the total number of shares of common stock available for issuance by 1.46 million shares. Our Board recommends a vote for this proposal.

Ladies and gentlemen, at this time, I can take any questions pertaining exclusively to the items up for vote. If you have a question relating to the proposals, please submit questions by typing them into the text box on the meeting website. We have allocated 10 minutes for this Q&A session. Should we be unable to address all questions relating to the proposal within this time frame, the remaining questions and our responses will be posted on our website. In order to allow for broad participation, we ask that you please limit the number of questions to one plus one follow-up.

Ladies and gentlemen, as a reminder, please vote now if you'd like to do so. The polls for voting will be closed after this question and answer period.

[Audio Gap]

It appears there are no questions, therefore we will close the polls and announce the vote results. Ladies and gentlemen, I hereby declare the polls are now closed. Let me report to you the voting results. All votes are subject to a final count certified by the inspectors of election. Based on a preliminary tabulation by the inspectors of election, all nine director nominees were elected as directors of the company for a one-year term in. Stockholders have advised that they approve the compensation of the company's named executive officers. Stockholders have ratified the appointment of PwC as the company's independent registered public accounting firm for fiscal year 2025.

The stockholders have approved the amendment and restatement of the US ESPP and the stockholders have approved the amendment and restatement of the International ESPP. We will report the final vote results on a form 8-K filed with the SEC within four business days from today's meeting, and a written report on the matters voted on today will be provided by the inspectors of election and included in the minutes of this meeting.

This concludes the business of the meeting today. I want to thank you for joining us today and for your continued support of our company. This meeting is now adjourned.

Disclaimer

Edwards Lifesciences Corporation published this content on May 09, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 09, 2025 at 23:53 UTC.