Edwards Lifesciences (NYSE: EW) investors approve equity and pay measures

Q: How many additional shares were added to Edwards Lifesciences’ long-term stock program?

Stockholders approved an increase of 7,000,000 shares of common stock available under the Long-Term Stock Incentive Compensation Program. This brings the program’s total share limit to 341,500,000 shares , expanding the pool for future equity-based awards to eligible participants.

Q: Which auditor did Edwards Lifesciences stockholders ratify for fiscal 2026?

Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was 446,283,142 for, 56,814,075 against, and no abstentions, plus 27,211,476 broker non-votes recorded.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Edwards Lifesciences Corporation reported results from its 2026 annual stockholders meeting. Stockholders approved an amendment to the Long-Term Stock Incentive Compensation Program, increasing the total shares of common stock available under the plan by 7,000,000 to 341,500,000 shares.

All director nominees were elected with strong majorities, and stockholders approved the advisory vote on named executive officer compensation. They also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved the amended and restated long-term stock incentive program.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Additional plan shares: 7,000,000 shares Total plan share limit: 341,500,000 shares Say-on-pay support: 424,961,639 for vs 50,924,101 against +3 more

6 metrics

Additional plan shares 7,000,000 shares Increase in Long-Term Stock Incentive Compensation Program

Total plan share limit 341,500,000 shares New total under long-term stock program

Say-on-pay support 424,961,639 for vs 50,924,101 against Advisory vote on named executive officer compensation

Auditor ratification vote 446,283,142 for vs 56,814,075 against Ratification of PricewaterhouseCoopers LLP for FY 2026

Incentive plan approval vote 456,675,201 for vs 19,210,539 against Approval of amended long-term stock incentive program

Broker non-votes on proposals 27,211,476 Common broker non-vote count across key proposals

Key Terms

Long-Term Stock Incentive Compensation Program, broker non-votes, advisory proposal, independent registered public accounting firm, +1 more

5 terms

Long-Term Stock Incentive Compensation Program financial

"approved the amendment and restatement of the Company’s Long-Term Stock Incentive Compensation Program"

broker non-votes financial

"Broker Non-Votes 27,211,476"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory proposal financial

"The advisory proposal regarding the Company’s named executive officer compensation was approved"

independent registered public accounting firm financial

"Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Annual Meeting of Stockholders financial

"At the 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"

Understanding 8-K Material Events →

05/08/2026 - 04:12 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 7, 2026

EDWARDS LIFESCIENCES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

1-15525

36-4316614

(State or other jurisdiction
of incorporation)

(Commission
file number)

(IRS Employer
Identification No.)

One Edwards Way

Irvine, California 92614

(Address of principal executive offices and zip code)

(949) 250-2500

(Registrant's telephone number, including area code)


N/A
(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:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00 per share	EW	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Approval of the Amended and Restated Long-Term Stock Incentive Compensation Program

At the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Edwards Lifesciences Corporation, a Delaware Corporation (the “Company”), the Company’s stockholders approved the amendment and restatement of the Company’s Long-Term Stock Incentive Compensation Program (the “Long-Term Stock Program”). The amendment approved by stockholders included an increase in the total number of shares of Edwards common stock available for issuance under the Long-Term Stock Program by 7,000,000 shares to a new total share limit of 341,500,000 shares.

The complete terms of the Long-Term Stock Program amendment is qualified in its entirety by reference to the full text of the Amended and Restated Long-Term Stock Program, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders

The final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting, which was held on May 7, 2026, are as follows:

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
Leslie C. Davis	461,819,765	13,184,241	881,733	27,211,476
David T. Feinberg, MD	473,746,144	1,812,520	327,076	27,211,476
Kieran T. Gallahue	457,045,403	18,518,195	322,142	27,211,476
Leslie S. Heisz	454,955,195	20,567,869	362,676	27,211,476
Paul A. LaViolette	428,701,646	45,445,276	1,738,817	27,211,476
Steven R. Loranger	446,216,434	28,909,945	759,361	27,211,476
Ramona Sequeira	474,260,552	1,295,682	329,506	27,211,476
Nicholas J. Valeriani	441,224,095	34,327,820	333,825	27,211,476
Bernard J. Zovighian	459,179,727	16,257,009	449,004	27,211,476

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
424,961,639	50,924,101	0	27,211,476

Proposal 3: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was approved as set forth below:


For	Against	Abstain	Broker Non-Votes
446,283,142	56,814,075	0	27,211,476

Proposal 4: The approval of the Company’s Amended and Restated Long-Term Stock Incentive Compensation Program was approved as set forth below:


For	Against	Abstain	Broker Non-Votes
456,675,201	19,210,539	0	27,211,476

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.



Exhibit No.						Description

10.1						Amended and Restated Edwards Lifesciences Corporation Long-Term Stock Incentive Compensation Program (incorporated by reference to Appendix B to Edwards’ Definitive Proxy Statement, filed March 26, 2026)

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

SIGNATURES

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.

EDWARDS LIFESCIENCES CORPORATION

By:

/s/ Linda J. Park

Linda J. Park

Date: May 8, 2026

Senior Vice President, Associate General Counsel, and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Edwards Lifesciences (EW) stockholders approve at the 2026 annual meeting?

Stockholders approved an amended Long-Term Stock Incentive Compensation Program and all other proposals. This included director elections, an advisory say-on-pay vote, and ratification of PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending December 31, 2026.

How many additional shares were added to Edwards Lifesciences’ long-term stock program?

Stockholders approved an increase of 7,000,000 shares of common stock available under the Long-Term Stock Incentive Compensation Program. This brings the program’s total share limit to 341,500,000 shares, expanding the pool for future equity-based awards to eligible participants.

Were Edwards Lifesciences’ director nominees elected at the 2026 meeting?

Yes, all director nominees listed in Proposal 1 were elected to serve until the next annual meeting. Each nominee received substantially more “For” than “Against” votes, with additional broker non-votes reported but not counted against any candidate’s election.

How did Edwards Lifesciences stockholders vote on executive compensation in 2026?

The advisory proposal on named executive officer compensation was approved, with 424,961,639 votes for and 50,924,101 against. There were no abstentions reported and 27,211,476 broker non-votes, indicating broad but not unanimous support for the compensation program.

Which auditor did Edwards Lifesciences stockholders ratify for fiscal 2026?

Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was 446,283,142 for, 56,814,075 against, and no abstentions, plus 27,211,476 broker non-votes recorded.

What were the voting results on Edwards’ amended long-term stock incentive program?

The amended and restated Long-Term Stock Incentive Compensation Program was approved with 456,675,201 votes for and 19,210,539 against. There were no abstentions and 27,211,476 broker non-votes, supporting continued use of equity-based compensation at Edwards Lifesciences.

Filing Exhibits & Attachments

3 documents