--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-144564" form_type: "8-K" ticker: "EW" cik: "0001099800" company_name: "Edwards Lifesciences Corp" filed_at: "2023-05-15T23:59:59+00:00" generated_at: "2026-06-15T00:34:15.337828+00:00" event_type: "leadership" sentiment: "neutral" materiality_score: 0.35 calibrated_materiality_score: 0.35 confidence: "high" source: SEC EDGAR --- # Edwards Lifesciences raises CEO Zovighian's base salary to $1.05M; shareholders approve officer exculpation ## Summary - Board increased Bernard J. Zovighian's base salary to $1,050,000 and annual incentive target to $1,470,000, effective May 11, 2023. - Stockholders approved amendment to certificate of incorporation to provide officer exculpation under Delaware law; filed May 12, 2023. - All nine director nominees elected; say-on-pay advisory vote approved with 438.1M for; one-year frequency chosen for future votes. - Shareholder proposal for independent board chairman policy rejected with 371M against. ## SEC filing metadata - accession: 0001193125-23-144564 - form_type: 8-K - ticker: EW - cik: 0001099800 - company_name: Edwards Lifesciences Corp - filed_at: 2023-05-15T23:59:59+00:00 - event_type: leadership - sentiment: neutral - materiality_score: 0.35 - calibrated_materiality_score: 0.35 - confidence: high - sec_items: 5.02, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1099800/000119312523144564/0001193125-23-144564-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1099800/000119312523144564/d427364d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-144564 - JSON: https://secwatch.observer/filing/0001193125-23-144564.json - Plain text: https://secwatch.observer/filing/0001193125-23-144564.txt ## Key facts - Governance Changes Edwards Lifesciences Corp: Amendment to Certificate of Incorporation to provide for exculpation of officers as permitted by the Delaware General Corporation Law (effective 2023-05-12). - Change: charter amendment - Effective: 2023-05-12 source text: On May 11, 2023, the Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”), at which stockholders approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to provide for exculpation of officers as permitted by the Delaware General Corporation Law. The Amendment became effective immediately upon filing with the Secretary of State of the State of Delaware on May 12, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1099800/000119312523144564/0001193125-23-144564-index.htm - Shareholder Votes Edwards Lifesciences Corp shareholders approved Proposal 2: Advisory vote on named executive officer compensation at the 2023-05-11 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-11 source text: The advisory proposal regarding the Company’s named executive officer compensation was approved evidence_url: https://www.sec.gov/Archives/edgar/data/1099800/000119312523144564/0001193125-23-144564-index.htm - Shareholder Votes Edwards Lifesciences Corp shareholders rejected Proposal 6: Stockholder proposal regarding independent board chairman policy at the 2023-05-11 meeting. - Outcome: failed - Meeting: 2023-05-11 source text: The stockholder proposal regarding an independent board chairman policy was not approved evidence_url: https://www.sec.gov/Archives/edgar/data/1099800/000119312523144564/0001193125-23-144564-index.htm - Shareholder Votes Edwards Lifesciences Corp shareholders approved Proposal 5: Amendment to Certificate of Incorporation for officer exculpation at the 2023-05-11 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-11 source text: The amendment of the Company’s Certificate of Incorporation to provide for exculpation of officers as permitted by the Delaware General Corporation Law was approved evidence_url: https://www.sec.gov/Archives/edgar/data/1099800/000119312523144564/0001193125-23-144564-index.htm - Shareholder Votes Edwards Lifesciences Corp shareholders approved Proposal 1: Election of Directors at the 2023-05-11 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-11 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1099800/000119312523144564/0001193125-23-144564-index.htm - Shareholder Votes Edwards Lifesciences Corp shareholders approved Proposal 4: Ratification of PricewaterhouseCoopers LLP as independent auditor for 2023 at the 2023-05-11 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-11 source text: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was approved evidence_url: https://www.sec.gov/Archives/edgar/data/1099800/000119312523144564/0001193125-23-144564-index.htm - Shareholder Votes Edwards Lifesciences Corp shareholders approved Proposal 3: Advisory vote on frequency of future say-on-pay votes at the 2023-05-11 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-11 source text: The advisory proposal regarding the frequency of advisory votes on named executive officer compensation was approved with one year as the preferred frequency evidence_url: https://www.sec.gov/Archives/edgar/data/1099800/000119312523144564/0001193125-23-144564-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.