Edwards Lifesciences Corporation · NYSE:EW
Edwards Lifesciences — Proxy Contest (March 2021)
13 slides from Edwards Lifesciences's proxy contest presentation, Mar 23, 2021
Slide 1: Edwards Lifesciences Spring 2021 Stockholder Engagement
Edwards Lifesciences Spring 2021 Stockholder Engagement
Slide 2: Cautionary Statement and Use of Non-GAAP Financial Measures
Cautionary Statement and Use of Non-GAAP Financial Measures This presentation may include forward-looking statements, including, but not limited to, financial forecasts, that involve risks and uncertainties that could cause actual results or experience to differ materially from historical results or
Slide 3: We Request Your Support at the 2021 Annual Meeting of Stockholders
We Request Your Support at the 2021 Annual Meeting of Stockholders Proposal 1. FOR Election of Eight Director Nominees Proposal 2. FOR Advisory Vote to Approve Named Executive Officer Compensation Proposal 3. FOR Approval of Amendment of the Employee Stock Purchase Plan for U.S. Employees to Increas
Slide 4: Edwards Lifesciences at a Glance
Edwards Lifesciences at a Glance The global leader in structural heart and critical care monitoring Sales overview(1) Company overview 4,700+ 15,000+ Global Employees Issued and Pending Patents Market Capitalization 1 Q4 2020 sales; 2 Transcatheter Mitral and Tricuspid Therapies (“TMTT”); 3 Transcat
Slide 5: Execution of Patient-Focused Strategy Has Produced Exceptional Long-Term Results
Execution of Patient-Focused Strategy Has Produced Exceptional Long-Term Results Focused on opportunities where patient demand is very large Track record of triple wins: Improved outcomes Enhanced quality of life Cost effectiveness Long-term investments have yielded high-value, organic growth Edward
Slide 6: Our Response to COVID-19
Communities Donated critical care technologies to help underserved patients around the world Supporting charitable organizations working on the front-line; addressing community hardship through giving efforts and accelerated grants, including $1 million in emergency community grants to partner organ
Slide 7: CEO Pay Element & 2020 Target Mix
CEO Pay Element & 2020 Target Mix Components Corporate Performance Measures & Rationale Base Salary Cash Attract and retain qualified executives Annual Cash Incentive1 Financial Measurements Underlying Revenue Growth (50%) Adjusted Net Income (30%) Adjusted Free Cash Flow (20%) Key Operating Drivers
Slide 8: Impact on Annual Incentive Plan funding
Impact on Financial Measurement achievement would have resulted in the Annual Incentive plan funding at 0% in 2020 - despite significant achievements against long-term innovation and patient-focused strategy, and TSR that continues to outpace the broader market1 The Compensation Committee considered
Slide 9: Highly Experienced & Independent Director Nominees
Men Women Highly Experienced & Independent Director Nominees Michael A. Mussallem Joined in 2000 CEO and Chairman, Edwards Lifesciences Kieran T. Gallahue Joined in 2015 Former Chairman and CEO, CareFusion Corporation Leslie S. Heisz Audit Committee Chair Joined in 2016 Former Managing Director, Laz
Slide 10: History of Engagement and Responsiveness on Written Consent
2015 2016 2017 2018 2019 2020 History of Engagement and Responsiveness on Written Consent 23.7% Written Consent Proposal Support 50.8% Written Consent Proposal Support Ongoing active stockholder engagement efforts and votes on written consent proposals in 2018 and 2020 affirm that most stockholders
Slide 11: Board Recommends Vote Against the Written Consent Proposal
Board Recommends Vote Against the Written Consent Proposal Why Our Current Special Meeting Right Benefits EW STOCKholders Why written consent does not benefit ew stockholders Consistent with stockholder feedback, as confirmed in outcomes of 2018 and 2020 votes on the same proposal Provides stockhold
Slide 12: Board Recommends Vote Against Proposal to Include Non-Management Employees as Director Candidates
Board Recommends Vote Against Proposal to Include Non-Management Employees as Director Candidates Board is best positioned to identify, evaluate, and recommend director nominees and seeks diversity of background, including experience, gender, race, ethnic or national origin, and age Strong culture o
Slide 13: Re ive,
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