Edwards Lifesciences 8-K 2012
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Date of report (Date of earliest event reported): May 10, 2012
EDWARDS LIFESCIENCES CORPORATION
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
At the 2012 Annual Meeting of Stockholders of the Company (the Annual Meeting), stockholders of the Company approved the amendment and restatement of the Companys Long-Term Stock Incentive Compensation Program (the Long-Term Stock Program) by the affirmative vote of a majority of the shares of common stock represented at the Annual Meeting, in person or by proxy, and entitled to vote. Pursuant to the amended and restated Long-Term Stock Program, among other things, the total number of shares of common stock available for issuance under the Long-Term Stock Program was increased by 1,500,000 shares. A more detailed description of the amended and restated Long-Term Stock Program is set forth in the Companys Definitive Proxy Statement, filed March 30, 2012, under the Securities Exchange Act of 1934 (the Proxy Statement) in the sections entitled The Long-Term Stock Incentive Compensation Program and Proposal 2Amendment and Restatement of the Long-Term Stock Incentive Compensation Program and is incorporated herein by reference. Such description is qualified in its entirety by reference to the Long-Term Stock Program attached to the Proxy Statement as Appendix A and incorporated herein by reference as Exhibit 10.1.
On May 10, 2012, the Company held its Annual Meeting of Stockholders. The final results of voting for each matter submitted to a vote of stockholders at the meeting are as follows:
(i) Proposal 1 - All three nominees for director were elected to serve three-year terms ending in 2015, as follows:
(ii) Proposal 2 Approval of the Amended and Restated Long-Term Stock Program
(iii) Proposal 3 Approval of the compensation of the Companys named executive officers in a non-binding advisory vote
(iv) Proposal 4 Ratification of the appointment of PricewaterhouseCoopers LLP as the Companys independent auditors for the fiscal year ending December 31, 2012
(v) Proposal 5 Approval of the stockholder proposal to declassify the Board of Directors in a non-binding advisory vote
(vi) Proposal 6 Approval of the stockholder proposal to eliminate supermajority votes in a non-binding advisory vote
Item 9.01. Financial Statements and Exhibits.
10.1 Amended and Restated Long-Term Stock Incentive Compensation Program (incorporated by reference to Appendix A to the Companys Definitive Proxy Statement, filed March 30, 2012, under the Securities Exchange Act of 1934.)
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.