UNITED STATES
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SCHEDULE 14A
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Edwards Lifesciences Corporation
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Edwards Lifesciences2018 Shareholder Engagement
Use of Non-GAAP Financial MeasuresUnless otherwise indicated, all figures are GAAP financial measuresA reconciliation of non-GAAP historical financial measures to the most comparable GAAP measure is available at www.edwards.com The Company is not able to provide a reconciliation of future projections that exclude special items to expected reported results due to the unknown effect, timing and potential significance of special charges or gains, and management’s inability to forecast charges associated with future transactions and initiatives2
Edwards Life sciences Snapshot Leadership positions in key product lines drive consistently strong results KEY FACTS AND FIGURES Ticker EW (NYSE)Market Capitalization1 $29.9 Billion 2017 Revenue2 $3.4 Billion 2017 Share Repurchases2 $752.1 Million Fiscal Year End December 31KEY PRODUCT LINES 10%10% ROW Transcatheter Heart Valve Therapy (THVT)The Leader in a ~$3B Global Transcatheter Heart Valve Segment Japan2017 Revenue2 = $2.0 Billion U.S. 56%Surgical Heart Valve Therapy (SHVT)The Leader in a ~$1.8B Global Surgical Heart Valve Opportunity Europe2017 Revenue2 = $807 Million24%Critical Care Technologies The Leader in the $765M Global Hemodynamic Monitoring Industry3 Serving patients in more than 2017 Revenue2 = $601 Million 100 countries worldwide1 Market capitalization as of March 19, 20182 For the year ended December 31, 2017 – EW Form 10-K3 Includes pulmonary artery catheters and pressure monitoring products3
Edwards’ Focused Strategy Has Produced Exceptional Long Term Value Total Shareholder Return1 Market Cap: $23.9B 1-Year 3-Year 5-Year 10-Year R&D: 16% of Sales EW 53% 92% 251% 1,189% SPHEI2 30% 62% 156% 285% S&P 500 18% 41% 97% 167% $3.4 $3.5 $3.0 $3.0 Market Cap: $1.5B $2.5 $2.5 R&D: 9% of Sales $2.3 $2.0 $2.0 $1.9 $1.7 $1.5 $1.4 $1.3 $1.2 $1.1 $1.0 $1.0 $1.0 $0.9 $0.9 $0.5 $0.0 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Edwards Reported Sales ($ in billions) 1 Capital IQ, as of March 16, 2018 2 S&P Health Care Equipment Index 4
Independent & Diverse Board of Directors NAME PRIMARY OCCUPATION Board Independence Kieran T. Gallahue
Former Chairman and CEO 88% Joined in 2015 CareFusion Corporation Leslie S. Heisz Former Managing Director Joined in 2016 Lazard Frères & Co. Women on Board William J. Link, Ph.D. Managing Director and
Co-Founder
Joined in 2009 Versant Ventures 25% Steven R. Loranger Former Chairman, President and CEO Joined in 2016 ITT
Corporation Martha H. Marsh Retired President and CEO Director Age Joined in 2015 Stanford Hospital & Clinics Average: 65 years Michael A. Mussallem Chief Executive Officer and Chairman 4 Joined in 2000 Edwards Lifesciences Corporation 2 2
Wesley W. von Schack Chairman Joined in 2010 AEGIS Insurance Services, Inc. Nicholas J. Valeriani Former CEO, West Health Institute < 60 years 61—69 years > 70 years Joined in 2014 Former EVP, Johnson & Johnson Independent
Director Highlighted row indicates Independent Presiding Director Our Board strives to maintain a highly independent, balanced and diverse set of directors that collectively possess the expertise to ensure proper oversight 5
Committed to Board Accountability and Responsiveness Annual election of directors Our Board proactively Majority vote standard engages with shareholders and Special shareholder meetings (15% threshold) takes action in response to Proxy access right (3% / 3 years / 2 or 20% / 30 shareholders) shareholder feedback Corporate Independent Presiding Director and highly independent board Governance Over time, we have Highlights Board refreshment and retirement policy for directors amended our Charter and Bylaws to adopt Senior management succession planning various shareholder rights and to align our Active shareholder engagement governance practices No shareholder rights plan (“poison pill”) with our shareholders’ interests No supermajority voting provisions in the Company’s organizational documents Pay-for-performance alignment Robust executive stock ownership guidelines Minimum three-year vesting “Clawback” policy for performance-based compensation Compensation Program Performance-based equity No excise tax gross-ups Highlights “Double Trigger” in the event of a change in control No repricing or buyout of underwater stock options Link between performance measures & strategic No pledging or hedging of Edwards’ securities imperatives 6
Shareholder Proposal: Written Consent EW previously conducted extensive outreach in which shareholders overwhelmingly expressed their preference for our currently constituted special meeting right over a written consent right 2015 2016 2015 Outreach Board Deliberation 2016 Outreach Board Response Engaged with Determined that reducing Engaged with shareholders In light of the shareholders the special meeting representing >50% of feedback received, representing ~43% of threshold from 25% to outstanding shares in February 2016, outstanding shares 15% would be most the Board amended responsive to the our Bylaws to Summary Feedback broadest group of reduce the threshold Summary Feedback shareholders and may be All but one shareholder for the special Shareholders strongly the appropriate course of said they considered the meeting right from preferred the right to call action Board’s proposed action to 25% to 15% of our a special meeting over be responsive to the vote outstanding shares the right to act by written ï,§ Began planning on the 2015 proposal consent additional outreach to confirm that shareholders ï,§ All shareholders approved would respond favorably of the Board’s process to this course of action The Board recommends that shareholders vote AGAINST this proposal 7
Shareholder Proposal: Written Consent Our current special meeting right is reflective of EW’s specific circumstances and direct feedback from EW’s shareholders Why Our Current Special Meeting Why Written Consent Does Not Right Benefits EW Shareholders Make Sense for EW Shareholders Provides shareholders with a meaningful opportunity to Is not consistent with the overwhelming feedback act in between annual meetings previously received from shareholders on this specific issue Is the product of substantial Board efforts including multiple rounds of shareholder engagement Does not require advance notice to all shareholders for Provides shareholders with an opportunity to discuss proposed actions all the merits of a proposed action in an organized fashion Prevents all shareholders from being consulted on key matters impacting their investment Allows the Board to make a thoughtful and informed recommendation about all proposed actions Reduces transparency into the rationale for key actions The current 15% threshold is reflective of EW’s history Creates an opportunity for short-term or special interest of significant concentration in its shareholder base shareholders to approve proposals that are not in the Only 13% of S&P 500 companies provide shareholders interests of all shareholders a special meeting right with a threshold at or below 15% 15% special meeting threshold was determined by Board based on EW’s history of significant shareholder concentration Over the past decade, EW Approximately 75% of that 5 different institutions have has always had at least time, EW has had at least owned >10% of EW’s one shareholder with one shareholder with stock at some point ownership >8% ownership >10% during that time 8
