Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
OnMay 7, 2020 ,Edwards Lifesciences Corporation , aDelaware corporation (the "Company") held its 2020 Annual Meeting of Stockholders (the "Annual Meeting"), at which stockholders approved an amendment (the "Amendment") to the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 350 million shares to 1.05 billion shares for the purpose of effecting a three-for-one forward split. The Amendment became effective immediately upon filing with the Secretary of State of theState of Delaware onMay 7, 2020 . The Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
OnMay 7, 2020 , the Company held its Annual Meeting. The final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting are as follows:
(i) 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
Michael A. Mussallem 157,481,237 8,474,454 1,249,682 12,905,840 Kieran T. Gallahue 147,398,516 19,608,737 198,120 12,905,840 Leslie S. Heisz 166,136,448 869,369 199,556 12,905,840 William J. Link, Ph.D. 157,861,919 8,151,087 1,192,367 12,905,840 Steven R. Loranger 164,712,949 2,285,664 206,760 12,905,840 Martha H. Marsh 164,712,482 2,299,683 193,208 12,905,840 Ramona Sequeira 166,609,905 379,443 216,025 12,905,840 Nicholas J. Valeriani 164,696,291 2,281,116 227,966 12,905,840
(ii) 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 156,231,572 10,652,305 321,496 12,905,840
(iii) Proposal 3: The 2020 Nonemployee Directors Stock Incentive Program was
approved as set forth below:
For Against Abstain Broker Non-Votes 158,980,270 7,898,492 326,611 12,905,840
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(iv) Proposal 4: The amendment of the Company's Amended and Restated Certificate
of Incorporation to increase the number of authorized shares of common stock
for the purpose of effecting a three-for-one stock split was approved as set forth below: For Against Abstain 178,250,404 1,712,375 148,434
(v) Proposal 5: Ratification of the appointment of
the Company's independent registered public accounting firm for the fiscal
year ending
For Against Abstain 170,659,116 9,217,670 234,427
(vi) Proposal 6: The advisory stockholder proposal regarding action by written
consent was not approved as set forth below:
For Against Abstain Broker Non-Votes 29,599,433 136,875,003 730,937 12,905,840
Item 7.01. Regulation FD Disclosure
OnMay 7, 2020 , the Company issued a press release announcing the retirement ofWesley von Schack from the Board of Directors, the appointment ofMartha Marsh as the new Lead Independent Director, the election ofRamona Sequeira to the Board at the Annual Meeting and a three-for-one stock split of the outstanding shares of the Company's common stock. A copy of the press release is attached as Exhibit 99.1, and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment of Amended and Restated Certificate of Incorporation 99.1 Press Release datedMay 7, 2020 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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