8-KLeadership ChangesShareholder MattersExhibits & Filings

Edwards Lifesciences Corp 8-K Report, Executive Changes (May 14, 2010)

Filed May 14, 2010For Securities:EW

Summary

Edwards Lifesciences Corporation (EW) filed an 8-K on May 13, 2010, reporting on key corporate actions taken at their Annual Stockholders Meeting held on May 13, 2010. The most significant announcements for investors revolve around executive compensation plans and a forthcoming stock split. Stockholders approved amendments and restatements to the Long-Term Stock Incentive Compensation Program and the Nonemployee Directors Stock Incentive Program, increasing the share pool available for these programs. Additionally, the 2010 Edwards Incentive Plan was approved, designed to provide performance-based compensation to participants with a maximum annual bonus of $2.5 million. Furthermore, the company announced a two-for-one stock split, payable as a stock dividend on May 27, 2010, to shareholders of record on May 14, 2010. This stock split is a significant event for shareholders as it increases the number of shares outstanding and can impact per-share metrics. The filing also includes details on the election of directors and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm.

Key Highlights

  • 1Stockholders approved amendments to the Long-Term Stock Incentive Compensation Program, increasing the share pool by 1.5 million shares and restricted stock/units by 500,000 shares.
  • 2The Nonemployee Directors Stock Incentive Program was amended and restated, increasing its share pool by 100,000 shares and extending its expiration to April 1, 2020.
  • 3A new 2010 Edwards Incentive Plan was approved, allowing for performance-based compensation with a maximum annual bonus of $2.5 million per participant.
  • 4Edwards Lifesciences announced a two-for-one stock split to be effective May 27, 2010.
  • 5Three directors were elected to serve three-year terms on the Board.
  • 6PricewaterhouseCoopers LLP was ratified as the Company's independent registered public accounting firm for 2010.
  • 7The share amounts mentioned for incentive plans do not reflect the upcoming two-for-one stock split.

Frequently Asked Questions

The approved incentive plans, including the amended Long-Term Stock Incentive Compensation Program, the amended Nonemployee Directors Stock Incentive Program, and the 2010 Edwards Incentive Plan, are designed to incentivize and reward key employees and directors. The 2010 plan specifically focuses on providing performance-based compensation, aiming to align executive and director interests with company performance.

The announced two-for-one stock split, effective May 27, 2010, will double the number of shares you own. For example, if you held 100 shares before the split, you will hold 200 shares after the split. While the number of shares increases, the total value of your investment is expected to remain the same immediately after the split, although the price per share will be halved.

The increase in the share pool for the Long-Term Stock Incentive Compensation Program and the Nonemployee Directors Stock Incentive Program indicates the company's intention to grant more equity-based compensation to employees and directors. This can be seen as a mechanism to attract, retain, and motivate talent by offering them a stake in the company's future growth and success.

The stock split will be paid on May 27, 2010, as a stock dividend. The record date for determining which shareholders are eligible to receive the additional shares is May 14, 2010. This means if you owned shares as of May 14, 2010, you will receive the split shares on May 27, 2010.