8-K
Edwards Lifesciences Corp (EW)
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): December 6, 2022
EDWARDS LIFESCIENCES CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-15525 | 36-4316614 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>file number) | (IRS Employer<br> <br>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)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>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. |
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Chief Executive Officer Retirement and Succession
On December 6, 2022, Michael A. Mussallem informed the Board of Directors (the “Board”) of Edwards Lifesciences Corporation, a Delaware corporation (“Edwards” or the “Company”), of his decision to retire as Chief Executive Officer of Edwards in connection with Edwards’ Annual Meeting of Stockholders on May 11, 2023 (the “2023 Annual Meeting”). At the 2023 Annual Meeting, Mr. Mussallem will stand for election as non-executive Chairman of the Board.
At the 2023 Annual Meeting, Mr. Mussallem will be succeeded as CEO by Bernard J. Zovighian, currently corporate vice president and general manager for Edwards’ Transcatheter Mitral and Tricuspid Therapies (“TMTT”) business. On December 6, 2022 the Board appointed Bernard J. Zovighian as President of the Company, effective January 1, 2023, until he becomes CEO on May 11, 2023.
Mr. Zovighian, age 55, joined Edwards in 2015 as vice president and general manager of Surgical Structural Heart, which included responsibility for the company’s global valve network. He became corporate vice president of the surgical business and a member of the Edwards Executive Leadership Team in 2016. He then assumed the role of corporate vice president and general manager for TMTT in 2018, establishing a global organization focused on transforming care for patients with mitral and tricuspid disease. During his career, Zovighian has launched breakthrough therapies for patients and developed experience across multiple disciplines and general management, including nearly 20 years at Johnson & Johnson in roles such as regional leadership outside of the United States and worldwide president of one of the company’s divisions.
On December 6, 2022, in connection with Mr. Zovighian’s promotion, the Board approved an increase to Mr. Zovighian’s base salary level to $800,000 annually and increased his incentive pay objective under the Company’s annual cash incentive plan to $800,000, in each case effective January 1, 2023.
There is no arrangement or understanding between Mr. Zovighian and any other persons pursuant to which he was appointed as an executive officer. Mr. Zovighian has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. In addition, no family relationship exists between Mr. Zovighian and any director or other executive officer of Edwards.
Compensation Change for Named Executive Officer
On December 6, 2022, in connection with the Board’s appointment of Larry Wood to an expanded role as corporate vice president and group president, Transcatheter Aortic Valve Replacement and Surgical Structural Heart effective January 1, 2023, the Board approved an increase in Mr. Wood’s base salary level to $750,000 annually and increased his incentive pay objective under the Company’s annual cash incentive plan to $750,000, in each case effective January 1, 2023.
| Item 7.01. | Regulation FD Disclosure. |
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On December 8, 2022, Edwards issued a press release announcing the Chief Executive Officer succession plan described in Item 5.02 of this Current Report on Form 8-K and certain other organizational changes. A copy of the press release is furnished as Exhibit 99.1, and is incorporated herein by reference.
The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| 99.1 | Press release, dated December 8, 2022. |
| --- | --- |
| 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.
| Date: December 8, 2022 | ||
|---|---|---|
| EDWARDS LIFESCIENCES CORPORATION | ||
| By: | /s/ Scott B. Ullem | |
| Scott B. Ullem | ||
| Chief Financial Officer |
EX-99.1
Exhibit 99.1
| Edwards Lifesciences Corporation<br> <br>One<br>Edwards Way • Irvine, CA USA • 92614<br> <br>Phone: 949.250.2500 • Fax: 949.250.2525<br><br><br>www.edwards.com |
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FOR IMMEDIATE RELEASE
Media Contact: Sarah Huoh, 949-250-5070
Investor Contact: Mark Wilterding, 949-250-6826
EDWARDS LIFESCIENCES ANNOUNCES CEO SUCCESSION PLAN
IRVINE, Calif., Dec. 8, 2022 – Edwards Lifesciences Corporation (NYSE: EW) today announced that following regular succession planning discussions with the Board of Directors, Edwards’ chairman and CEO, Michael A. Mussallem, who recently turned 70, has informed the Board of his decision to retire as CEO in connection with the company’s Annual Meeting of Stockholders on May 11, 2023.
At the 2023 annual meeting, Mussallem will stand for election as non-executive chairman of Edwards’ Board. He will be succeeded as CEO by Bernard Zovighian, currently corporate vice president and general manager for Edwards’ Transcatheter Mitral and Tricuspid Therapies (TMTT) business. Zovighian will serve as president of Edwards Lifesciences effective Jan. 1 until he becomes CEO in May, working closely with Mussallem, the Board and the Executive Leadership Team on a smooth transition.
“It has been a special honor and privilege to lead our team at Edwards Lifesciences for more than 20 years in their immense contributions to helping and advancing care for millions of patients around the world. I am particularly proud of the ‘patients-first’ culture that is embodied by our employees and the commitment to innovation and excellence that our global teams demonstrate. Our success to date is a testament to our talented executive leadership and passionate global team, and we are well positioned for an even brighter future,” said Mussallem.
As part of the planned CEO succession, Edwards has appointed additional members of the company’s executive leadership team to new roles, effective Jan. 1. Larry Wood, corporate vice president and general manager of Edwards’ Transcatheter Aortic Valve Replacement (TAVR) business, will take on an expanded role. Wood will become corporate vice president and group president, TAVR and Surgical Structural Heart, where he will have responsibility for both businesses. Daveen Chopra, who has served since 2018 as corporate vice president and general manager of Edwards’ Surgical Structural Heart business, will lead TMTT beginning Jan. 1.
Zovighian joined Edwards in 2015 as vice president and general manager of Surgical Structural Heart, which included responsibility for the company’s global valve network. He became corporate vice president of the surgical business and a member of the Edwards Executive Leadership Team in 2016. He then assumed the role of corporate vice president and general manager for TMTT in 2018, establishing a global organization focused on transforming care for patients with mitral and tricuspid disease. During his career, Zovighian has launched breakthrough therapies for patients and developed experience across multiple disciplines and general management, including nearly 20 years at Johnson & Johnson in roles such as regional leadership outside of the United States and worldwide president of one of the company’s divisions.
“I am excited to have the opportunity to partner with our people around the world to build upon Edwards’ patient-focused culture and innovation strategy. Edwards has contributed over the last six decades to the advancement of treatments for structural heart disease and critical care patients, and our robust pipeline of technologies will enable us to help even more patients in the future. I look forward to working closely with the Board, Mike and Edwards’ Executive Leadership Team on a smooth transition and further advancing the great work of our global teams,” said Zovighian.
“Our Board is confident in the Edwards Executive Leadership Team, which has unmatched experience and a commitment to patient-focused medical innovations globally. We have worked cohesively for many years, collaborating on Edwards’ strategy, and I am confident that under Bernard’s experienced and passionate leadership, the company will continue its legacy of patient impact, innovation and growth,” said Mussallem.
About Edwards Lifesciences
Edwards Lifesciences is the global leader of patient-focused innovations for structural heart disease and critical care monitoring. We are driven by a passion for patients, dedicated to improving and enhancing lives through partnerships with clinicians and stakeholders across the global healthcare landscape. For more information, visit Edwards.com and follow us on Facebook, Instagram, LinkedIn, Twitter and YouTube.
This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements made by Mr. Mussallem and Mr. Zovighian, statements regarding the changes in roles under the succession plan and other statements that are not historical facts. Forward-looking statements are based on estimates and assumptions made by management of the company and are believed to be reasonable, though they are inherently uncertain and difficult to predict. Our forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of the statement. Investors are cautioned not to unduly rely on such forward-looking statements.
Forward-looking statements involve risks and uncertainties that could cause results to differ materially from those expressed or implied by the forward-looking statements based on a number of factors as detailed in the company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2021, and its Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30, 2022. These filings, along with important safety information about our products, may be found at Edwards.com.
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