Edwards Lifesciences Corporation (EW)
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AGM 2019

May 8, 2019

Michael A. Mussallem
Chairman and CEO, Edwards Lifesciences

Well, good morning, everyone. Welcome to the 2019 annual meeting of shareholders for Edwards Lifesciences Corporation. My name is Michael A. Mussallem. I'm the Chairman and CEO of Edwards, I will be chairing this meeting. I now call the meeting to order. I'm pleased to welcome you here today. I'd like to thank you for your attendance this morning. As you entered the atrium, I hope you noticed and had a chance to see the design of the model for the future of the campus. Construction is well underway, we continue to build out this place to accommodate our future growth. It tells you about how well we think we are positioned for a bright future. I also want to say how much I appreciate your continued support. Edwards has a longstanding commitment to helping patients that's resulted in impressive global leadership position.

We're very pleased to have achieved strong financial and operational performance in 2018, we also added significant talent this past year. Most notably, we also made important progress on some future advancements that we think will make a big difference in the years to come in the area of structural heart disease and critical care monitoring that are designed to help even more patients. We're committed to philanthropy, we've been fortunate to be a successful company since the inception of the Edwards Lifesciences Foundation. We've been strengthening the communities where we live and work, have supported health causes to the tune of $60 million of charitable contributions. Even more than that, some really passionate involvement and volunteering on the part of our employees.

Later on in the meeting, I'm going to talk a little bit more about the foundation, as well as how we performed in 2018 and the first quarter of 2019, even look into the future. First, I don't know if you noticed on the way in the lobby, I'd encourage you to spend some time and take a look at the displays that we have of our innovative heart valve and critical care technologies are on display. Each of those displays are going to be staffed by talented folks that would be very pleased to tell you about what we have already done and what we plan to do in the future. It also has a feature in it that features our legacy partners.

This honors some of those individuals on the outside that have been fabulous partners to Edwards Lifesciences over the years that have resulted into some of the most important developments for our company. You can see those displays. Lastly, you'll see something also on the Edwards Lifesciences Foundation, if you're interested in that. Just outside the room, you'll notice that there's the wall, the hall that you came down that proudly honors our Champions for Life. These are employees that have served for 30 years or more with our company. We sincerely thank our legacy partners, our Champions for Life, all of our employees for just the incredible commitment to what we do that have helped millions of patients and improved the quality of life around the world. Now let's move on to the business of today's meeting.

I bring to your attention that these proceedings are being recorded and broadcast on the internet, and a replay of this meeting will be available on our website. An agenda and rules for conduct of the meeting is placed on the table in front of you. If you haven't received a copy and would like one, please raise your hand. All right. Linda Park, our Corporate Secretary of the company, is going to act as the secretary of this meeting. She's reported to me that the notice of this meeting was duly given to all stockholders of record on the record date, and a list of those stockholders have been available at Edwards headquarters for the past 10 days and is available now for examination by any stockholder with a proper purpose.

Our preliminary report of inspectors at election indicated that a majority of shares entitled to vote at this meeting are represented here and that a quorum is present. Before I introduce to you your board of directors, let me speak briefly about corporate governance. The company and our board take very seriously our commitment to good corporate governance. All of our governance documents, guidelines, committee charters are available on our website and upon request from our Corporate Secretary. Over the past few years, we've demonstrated this commitment to good governance and our responsiveness to stockholders by eliminating super majority voting provisions, by giving stockholders the right to proxy access and to call special meetings, and by declassifying our board so that our directors are elected annually.

We've also conducted a robust process of board refreshment to ensure that we're well prepared for what lies ahead and position our company for a bright future. Our Edwards Sustainability Report is available online. It further discusses our programs and practices that promote ethical business practices, good governance, and the well-being and health of our environment, employees, and the communities in which we live and work. We are proud of the sustainability practices of our company are committed to driving even further improvements. I'd like to introduce the other members of our board. When I call your name, will you please stand? Kieran Gallahue, the Interim CEO and Executive Chairman of the Board of Intersect ENT, former Chairman and CEO of CareFusion, which was acquired by Becton Dickinson, with a long career of strategic operational corporate management experience in the healthcare industry.

He's also a member of the board of Arena Pharmaceuticals. Leslie Heisz, former investment banking and finance executive at Salomon Brothers and Lazard Frères. Leslie is the chair of our audit committee. She also serves on the board of trustees of Public Storage and on the boards of Kaiser Foundation and Capital Group Client Services and Capital Group Emerging Markets Fund. Bill Link, the managing director and co-founder of Versant Ventures and the chair of our compensation and governance committee. Bill was the founder, chairman, and CEO of Chiron Vision, which was acquired by Bausch & Lomb. Then founded the company that became Advanced Medical Optics, now a Johnson & Johnson company. Bill also serves on the boards of Second Sight Medical Products and Glaukos. Steve Loranger, former chairman, president, and CEO of ITT Corporation.

Steve is on the board of Xylem and is the senior advisor to the CEO of FlightSafety International. He also serves on the board of the Smithsonian National Air and Space Museum and the Congressional Medal of Honor Foundation. Martha Marsh, former president and chief executive of several substantial hospital systems, the most recent of which was the Stanford Hospital and Clinics. Martha also has years of board experience, including corporate governance chairmanships, currently serving on the board of AMN Healthcare Services and Owens & Minor. Wes von Schack, former chairman, president, and CEO of Energy East Corporation and our lead independent director. Wes was the former lead director for the Bank of New York Mellon Corporation and the chair of its executive committee.

He also serves on the board of Teledyne Technologies and as chair of the board of AEGIS Insurance Services and serves on the board of the AEGIS entity that manages the syndicate of Lloyd's of London. Nick Valeriani, the former CEO of the Gary and Mary West Health Institute. Nick spent more than 34 years with Johnson & Johnson in positions of increasing responsibility and with most recently serving as the company group chairman of Ortho Clinical Diagnostics. He also serves on the board of RTI Surgical. I'd like to say that I am very proud of the strength, diversity, experience, and independence of our board. I'd like to thank each of you for your dedication, commitment, and the time and energy that you dedicate to serving Edwards and its shareholders. Let me introduce our Edwards executive leadership team.

When I call your name, would you please stand? Don Bobo, the head of corporate strategy, corporate development, and additionally responsible for disease awareness initiatives and healthcare solutions. Todd Brinton, our chief scientific officer, also manages advanced technology. We warmly welcome him as the newest member of our executive team. Daveen Chopra is the global leader of our surgical structural heart business. Dirksen Lehman, the head of public affairs at Edwards. Jean-Luc Lemercier, responsible for our Europe, Middle East, Africa, Canada, and Latin American regions. Christine McCauley, the head of global human resources. John McGrath, who leads quality, regulatory, and clinical affairs. Joe Nuzzolese, the leader of our global supply chain. Katie Szyman, the global lead of our critical care business. Scott Ullem, our chief financial officer. Huimin Wang, responsible for Japan, Asia, and Pacific regions. Aimee Weisner, our general counsel.

Larry Wood, the global head of our transcatheter aortic valve replacement business, and Bernard Zovighian, who leads our transcatheter mitral and tricuspid therapies business. Our executive management team is a very talented and experienced group of individuals that are united in their dedication to achieve our company's goals. Each of these leaders lives our credo, and I'd like to thank you all for what you do to contribute to Edwards' success every day. Also joining us today is John Sadak from PricewaterhouseCoopers. He's the independent registered public company. That's the firm that is the independent registered public accounting firm for our company. Mr. Sadak will be available to respond to any questions a little later on in the meeting. Linda Park and Cynthia Scobland, representative of Broadridge Tabulation Services, have been appointed and duly sworn as our inspectors of election for this meeting.

I'd now like to move to the main business of the meeting. In the interest of time, we've already asked certain stockholders to move and second each of the proposals to be voted on today. After they're all presented, there's going to be an opportunity for discussion regarding the proposals. The polls are now open. Will the holders of any undelivered proxies please hold them up so that they can be picked up at this time? Thank you. Anybody wishing to vote by ballot? If you've already voted by proxy, there's no need to vote by ballot unless you want to change your vote. If you do wish to vote by ballot, please raise your hand and we'll bring a ballot to you and collect it. Anybody? All right. We'll now proceed with the first item of business.

The first is the election of directors, each for a one-year term. The eight nominees were introduced to you earlier in the meeting. Our board recommends for each of these nominees. Is there a motion and a second to nominate these individuals? Thank you. Thank you. Since no notice of any other nominees were received in accordance with the bylaws of the company, nominations for our board are now closed. The second item of business is an advisory vote to approve the compensation of the company's named executive officers. Our board recommends a vote for this proposal. Is there a motion and a second to approve the compensation of the company's named officers? Thank you. Thanks very much. The third item of business is the ratification and appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm for 2019. Our board recommends for this proposal.

Is there a motion and a second to ratify the appointment? Thank you. Thanks very much. The final item of business is consideration of a stockholder proposal to require that the board of directors to adopt a policy requiring an independent board chairman. The board of directors recommends a vote against this proposal. I now ask the proponent or a qualified representative to present this proposal and ask that you please limit your remarks to three minutes. Please proceed to the microphone, identify yourself and who you represent.

Kim Holmes
Shareholder

Hello, my name is Kim Holmes. I represent Proposal Four. Good morning, everyone. This is for independent board chairman, sponsored by John Chevedden of Redondo Beach, California. Shareholders request that the board of directors adopt a policy to require that the chairman of the board be an independent member of the board whenever possible. This proposal topic won 50% plus support at five major U.S. companies in 2013, including 73% support at Netflix. These five majority votes would have been still higher if more shareholders had access to independent proxy voting advice. An independent chairman is best positioned to build up strategic planning and the oversight capabilities of directors while the CEO addresses the challenging day-to-day business issues facing the company.

The roles of Chairman and CEO are fundamentally different and should be held by two directors, a CEO and a Chairman who is completely independent of company ties other than his directorship. Please vote yes, independent board Chairman, Proposal Four. Thank you.

Michael A. Mussallem
Chairman and CEO, Edwards Lifesciences

Thank you very much. Can I ask for a motion and a second? Thank you very much. Ladies and gentlemen, I'd like to open the floor to discussion of the items that are up for vote. If you have a question regarding the proposals, please stand, proceed to the microphone. There's going to be time later on in the meeting for general questions and comments, so don't feel like you need to ask those now. If there's something related to these proposals, this would be the time to do it. We'd ask that you please limit any remarks to three minutes or less, please. Yeah. Any comments or questions on the proposal? Okay. Do we have any proxies or ballots that still need to be collected? All right. I hereby declare the polls closed, and I'll announce the vote results later on in the meeting.

At this time, I'd like to recap some of the highlights from last year and also discuss what lies ahead. I'll be making some forward-looking statements that involve risks, and those are well documented. They're on our website and on file with the SEC. We also use some non-GAAP financial measures, and there's a complete reconciliation that's also available on any of those on our website. Just to jump into it, one of the things that we're most proud of is our culture here at Edwards. It underpins everything that we do. It's defined pretty well in our credo and in our aspirations, and we design strategies to achieve those aspirations and then focus on executing at a very high level. This idea of this central focus on patients is central, really, to Edwards' success and our culture, and we're really driven by that.

It's one that makes me feel so good that we're well-grounded, regardless of where you are in our company around the world. 2018 was a very successful year for our company. We feel like we solidified our leadership position in each one of our businesses. We just got stronger, not only because we delivered results in those businesses, but we were building for the future. We gained early patient experience on a number of breakthrough technologies, and these are the kind of things that can really fuel our future growth. We achieved another year of double-digit performance. We had significant expansion. We made big investments in our supply chain and manufacturing capacity and made really significant advancements in 2018. Our financial performance was solid, and we exceeded most of the goals that we set at the beginning of the year.

From a stock price performance, we substantially outperformed the S&P 500 Healthcare Equipment and the S&P 500. We're quite pleased on what took place last year. Of course, we're in long run, let me spend a little bit of time talking about 2019 and longer term and what our strategy is. Our strategy is unchanged. We call it our patient focus innovation strategy. It has three main elements. One is we stay very focused on structural heart disease and critical care technologies. We don't divert from that. It allows us to be deep. It allows us to try and be the best at what we do and understand it better than others. We think there are so many unmet needs within those spaces that we don't need to diversify to be good at what we do, it allows us to really concentrate.

We believe in innovation, not just small innovations, but big breakthrough innovations that could change the way that medicine is practiced. We do that. That has risks associated with it, of course, but the payoff when you get that right is significant. We know we have to back it up with big evidence. That's a mantle that we take on when we take on these bold innovations. Finally, we believe in leadership. We're willing to go first. Going first means that you could be wrong. You could be going in the wrong direction, but it also gives you an opportunity to learn the fastest and build incredible partnerships that are necessary to do our work.

A combination of those come together, if we really do what we set out to do, which is to transform patient care, we create very meaningful value across the system. With that strategy, what I feel proud of is that it's generated results. We've got 10-plus years of double-digit revenue increases based on this focused innovation strategy. I'm also proud that it's a strategy that doesn't just work in one region of the world, but broadly, this compound annual growth rate is strong around the globe. Which tells you that those things that we work on really can help patients around the globe, it really gives us a lot of confidence in what we're doing. We just reported our Q1 of 2019. Before I get into numbers, there were some very meaningful milestones that happened in Q1.

First of all, the SAPIEN 3 valve in a major trial that was groundbreaking, proved superior to surgery in the PARTNER 3 trial. This was a very big deal. We got early approval and able to launch our PASCAL transcatheter system for repairing mitral valves. We completed the acquisition of CASMed, which is an exciting addition to our critical care portfolio, which does cerebral oximetry. We think that technology could be powerful. Our financial performance was very consistent with what we thought, it just built our confidence that 2019 is going to be another successful year. As much as all that's going on, know that we are aggressive investors in our future, there's a lot going on the R&D side and the clinical side, where we are gaining really valuable experience that could pay off in the years to come.

Our stock price performance, it's a bit arbitrary. This is if you bought January 1st and compare it to close of market yesterday, we're doing fine, but pretty much the whole market is doing pretty well so far in 2019. We'll have to see how this goes. I really think that our stock is better looked at from a long-term perspective. We're long-term folks. We think we're the right kind of company to invest in on a long-term basis. If you were lucky enough to be a shareholder on the day of spin, April 3rd, 2000, there's at least a couple here, it's been a great ride. Whether you bought 10 years ago, whether you bought five years ago, I like to think that our strategy generates great returns.

Although we're proud of the past, we always stay focused on the future and think about those shareholders that bought this morning and believing that our strategy can really deliver. With the quality of management team that we have, with the incredible talent in this company, a clear strategy, and a great culture, I have confidence that we'll continue to deliver. 2019 will be a year of delivering financial results, but maybe more important are some of the important progress that we're going to make. We're launching five new platforms. We have over 25 clinical trials going on. We have more than five of these early feasibility studies. These are the first in human experiences of groundbreaking therapies. It's going to be an exciting year of learning.

We don't know what those will all turn into, there are so many opportunities there that we feel very positive about our future. We're fortunate to be a successful company. We're a believer in giving back to the community and being a good corporate citizen. We really care about that. We integrate that into the way that we run the company. We've been fortunate to win some external recognition. It's not the reason we do it. We do it because it's the right thing to do, but I'm proud of our citizenship at Edwards. I'm also proud of our philanthropy. I mentioned earlier that we've got a track record of doing this. One of the things that we did was most important is to take on a bold goal. This was back in 2014.

We said we want to impact the global burden of heart valve disease among those that are underserved. By educating, screening, or treating a million people, we upped the goal to one and a half million based on the success we had this year, it now looks as if we'll actually achieve the one and a half million even this year yet. A lot of really great progress here, I give a lot of credit to our 50 charitable partners on the outside and a very engaged group of employees that get actively involved in our charitable efforts. I can say honestly that I've never been more optimistic about our future based on our very solid, patient-centered culture that we have across our organization. It gives me great confidence. I love our strategy. It's differentiated. It's different than other companies.

This idea of focus, innovation, of leadership, really think it works. We're very fortunate to have built credibility and trust because we can't do any of our work alone. We have to have a great deal of partnership, whether it's with our patients, our customers, the regulators, the people that pay. We're in a solid position to be able to continue to have partnerships that matter, and we believe that we're really going to be able to transform care, and I can't think of anything that's more likely to secure a bright future than that. Thank you for that. This is a good time if anybody has any questions, we'd be happy to take them. Please come up to the microphone and identify yourself. We'd ask you that you also be a little respectful of time as we do that. Anybody?

Richard Hoff
Shareholder

Hi, my name is Richard Hoff, I'm so impressed with the company and the way it's grown. My wife thinks I'm a hero for investing in it. I'm wondering if the company has looked at dividends. Whether that's something that's in the future. I understand putting the funds into R&D is primary, and that's the way the company grows.

Michael A. Mussallem
Chairman and CEO, Edwards Lifesciences

Yeah. Thank you for your positive comments. I really appreciate that, and we're going to try and make you look good for your wife in the future. On the dividend front, it is something that we look at carefully on a routine basis. Far, we've decided that we're better off investing the money back into the company in various ways than paying a dividend, and hopefully that you're able to get the appreciation through share price appreciation. It's one that we look at very carefully and routinely. Thank you very much for the question.

Speaker 4

[Abel]. I'm a Rolling Stones fan. Mick Jagger got a Was it one of Edwards?

Michael A. Mussallem
Chairman and CEO, Edwards Lifesciences

Thank you for that question. That's the first time that I actually got the question, Steve. Out of respect for patients, we never comment, and also always let the patient be the one to make the comment. So far as I know, Mick Jagger hasn't been very specific about his treatment. Although there's a lot out there in the media, and I'm not sure what you can believe and not believe, we actually try to really pay a lot of attention to what his people are actually saying, and I think they acknowledge that there's a cardiovascular procedure. Maybe they acknowledge it was heart valve, they didn't go any further than that. We're going to stop right there and just out of respect for patients, thank you for the question. That's a good one. Anybody else? Okay.

Well, thank you very much for the questions and comments. Linda, have the inspectors of elections finished tabulating the votes? Kind of like the Oscars, huh? All right. Let me report to you the voting results. The inspectors of election have informed me that all eight director nominees, including myself, were elected as directors of the company for a one-year term. Stockholders have advised that they approve the compensation of the company's named executive officers. Stockholders have ratified the appointment of PwC as the company's independent registered public accounting firm for the fiscal year 2019, stockholders have advised that they do not approve the stockholder proposal regarding the independent chair policy. The inspector of elections will furnish a written report on all the matters voted on today, that'll be included in the minutes of the meeting. That concludes the business of today's meeting.

I'd now like to entertain a motion to adjourn the meeting. Thank you.