Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of Dr. William J. Link from the Board of Directors

In connection with the 2021 Annual Meeting of Stockholders (the "Annual Meeting") of Edwards Lifesciences Corporation, a Delaware corporation (the "Company"), Dr. William J. Link retired from the Board of Directors of the Company immediately prior to the Annual Meeting. Mr. Nicholas J. Valeriani has been appointed to succeed Dr. Link as the Chairperson of the Company's Compensation and Governance Committee.

Approval of the Amendment and Restatement of the U.S. ESPP and the International ESPP

At the Annual Meeting, 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 3,300,000 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 U.S. ESPP by 1,200,000 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

On May 4, 2021, the Company held the 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
Kieran T. Gallahue               450,736,646.30    50,715,600.08    1,079,695.04       34,846,202
Leslie H. Heisz                  495,598,030.42      5,886,026       1,047,885         34,846,202
Paul A. LaViolette               475,196,672.30    25,856,864.12     1,478,405         34,846,202
Steven R. Loranger               497,580,184.26    3,838,228.12     1,113,529.04       34,846,202
Martha H. Marsh                  497,252,801.38    4,271,035.04      1,008,105         34,846,202
Michael A. Mussallem             475,288,057.30    24,354,102.12     2,889,782         34,846,202
Ramona Sequeira                  497,390,891.38      4,051,615      1,089,435.04       34,846,202
Nicholas J. Valeriani            482,128,052.26    15,123,866.12    5,280,023.04       34,846,202

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(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
465,845,853.38   35,298,524.04   1,387,564      34,846,202

(iii) Proposal 3: 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
499,880,388.30   1,499,938.12   1,151,615      34,846,202

(iv) Proposal 4: 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
500,133,732.26   1,198,193.16   1,200,016      34,846,202

(v) Proposal 5: Ratification of the appointment of PricewaterhouseCoopers LLP as


    the Company's independent registered public accounting firm for the fiscal
    year ending December 31, 2021 was approved as set forth below:




     For            Against        Abstain      Broker Non-Votes

507,928,723.25 28,333,936.13 1,115,484.04 0

(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

86,967,024.30 412,487,962.12 3,076,955 34,846,202

(vii) Proposal 7: The advisory stockholder proposal to adopt a policy to include


      non-management employees as prospective director candidates was not
      approved as set forth below:




     For           Against        Abstain    Broker Non-Votes

30,095,368.43 469,859,926.99 2,576,646 34,846,202

Item 7.01. Regulation FD Disclosure

On May 4, 2021, the Board of Directors of the Company approved an additional $1 billion for repurchases of the Company's outstanding shares of common stock under its share repurchase program. The additional repurchase authorization does not have an expiration date. Repurchases under the Company's share repurchase program may be made on the open market, including pursuant to a Rule 10b5-1 plan and in privately negotiated transactions.

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On May 5, 2021, the Company issued a press release announcing the foregoing share repurchase program authorization, the retirement of Dr. William J. Link from the Board of Directors and the final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting. 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

10.1                Edwards Lifesciences Corporation 2001 Employee Stock Purchase
                  Plan for United States Employees, as amended and restated
                  February 18, 2021 (incorporated by reference to Appendix B in
                  Edwards Lifesciences' Definitive Proxy Statement filed on
                  March 23, 2021)

10.2                Edwards Lifesciences Corporation 2001 Employee Stock Purchase
                  Plan for International Employees, as amended and restated
                  February 18, 2021 (incorporated by reference to Appendix C in
                  Edwards Lifesciences' Definitive Proxy Statement filed on
                  March 23, 2021)

99.1                Press release dated May 5, 2021

104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document)

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