Edwards Lifesciences Corporation (EW)
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AGM 2018

May 17, 2018

Michael A. Mussallem
Chairman and CEO, Edwards Lifesciences

All right. Good morning, everyone. Thanks for being with us. Welcome to the 2018 Annual Meeting of Stockholders for Edwards Lifesciences Corporation. My name is Mike Mussallem. I'm the Chairman and CEO of Edwards, and I will be chairing this meeting. Now I'd like to call our meeting to order. Pleased to welcome you today. I want to thank you for your attendance. For those of you that were here last year, remember our front of the building in the atrium, that was all under construction. That's completed at this time, and now with that new lobby and atrium, we're proud to welcome you here. There's a lot of work going on around the campus in general to accommodate all our growth and what we anticipate being a bright future.

I also want to say how much I appreciate your continued support for our company and our longstanding commitment to help patients that have resulted in an impressive leadership position around the globe. We're very pleased to have achieved outstanding financial results and operating performance in 2017. We exceeded our goals for sales growth and net income and free cash flow. We also added significant talent to our company, and most notably, we made progress on a number of the fundamental advancements in structural heart disease and critical care medicine to be able to touch more patients. We're also committed to philanthropy and good corporate social responsibility. Over the last 12 years, I'm proud to say that our foundation has supported community causes around the world and our broader effort with over $47 million in charitable giving, as well as a lot of volunteer support from our employees.

These activities include our Every Heartbeat Matters, and I'll talk a little bit about that a little later on. It's also described on our website. Also later in the meeting, I'll talk about how did we perform in 2017, what's gone on so far in 2018, and what the future looks like. First, if you didn't get a chance to do so on your way in today, I want to encourage you to spend a little time in our atrium, learning about many of our innovative structural heart disease products and critical care technologies that are on display. In each of those displays, you're going to find people that are very knowledgeable and be happy to tell you about that and answer your questions.

The atrium also features our legacy partners, which honors those individuals whose contributions have led to serious development of some of these medical innovations and technologies that transform medicine. You're also going to find information about our foundation, and you'll see just outside the hallway that you walk down was a little display we have of celebrating our Champions for Life, and these are so many of our employees that have worked at our company for more than 30 years, and we've got quite an impressive display, and we're so proud of them. They're why we are successful. Now, moving on to the business portion of today's meeting, I bring to your attention that the proceedings are being recorded and broadcast on the internet, and a replay of this is going to be available on our website.

An agenda and rules of conduct for the meeting are placed on the table in front of you, and if you haven't received a copy or would like one, please just raise your hand. Okay, Linda Park, our corporate secretary for the company, will act as the secretary of this meeting. She has reported to me that the notice of this meeting was duly given to all stockholders on the record date, and the list of those stockholders has been available at Edwards headquarters for the past 10 days and is available now for examination by any stockholder with a proper purpose. The preliminary report of the inspectors of elections indicate that a majority of the shares entitled to vote for this meeting are represented and that we do have a quorum present. Before I introduce our board of directors, let me speak briefly about corporate governance.

The company and board take very seriously our commitment to good corporate governance. All of our governance documents, our guidelines, our 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 shareholders by eliminating super majority voting provisions, by giving stockholders the right to proxy access and to call special meetings, by declassifying our board of directors so that our directors are elected annually. We've also conducted a robust process of the board refreshment to ensure that we're well prepared for what's ahead and to position our company for a bright future.

Our Edwards Sustainability Report is available online, further discusses our programs and practices that promote ethical business practices, good governance, as well as the wellbeing and health of our environment, our employees, and the communities where we live and work. We're proud of the sustainability practices of our company, and we're committed to even further improvements. I'd like to introduce the other members of our board, and when I call your name, will you please stand? Kieran Gallahue , the former chairman and CEO of CareFusion, which was acquired by Becton Dickinson, after a long career in strategic, operational, and corporate management roles, a lot of experience in the healthcare industry, and also a member of the board of Intersect ENT. Leslie S. Heisz, former investment banking and finance executive at Salomon Brothers, Dresdner, and Kleinwort, and Lazard Frères as well.

She is the chair of our audit committee, also serves on the board of trustees of Public Storage and the board of the Kaiser Foundation. Bill Link, Managing Director and Co-founder of Versant Ventures and the Chair of our Compensation and Governance Committee. He was the founder and chairman and CEO of Chiron Vision, which was acquired by Bausch + Lomb, and founded the company that became Advanced Medical Optics, which is now a Johnson & Johnson company. He also serves on the boards of Second Sight Medical and Glaukos. Steven R. Loranger, the former chairman, president, and CEO of ITT Corporation. He is on the board of Xylem and a senior advisor to the CEO of FlightSafety International. He also serves on the boards of the Smithsonian National Air and Space Museum and the Congressional Medal of Honor Foundation.

Martha Marsh, the former president and chief executive of several substantial hospital systems, most recent of which was the Stanford Hospital & Clinics. She also has years of board experience, including corporate governance chairmanships, serving currently on the boards of AMN Healthcare Services and Owens & Minor. Wes von Schack, the former chairman, president, and CEO of Energy East Corporation, and our presiding director. Wes was a former lead director of The Bank of New York Mellon and chair of its executive committee. Wes also serves on the board of Teledyne Technologies and is 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. Nicholas Valeriani, the former CEO of the Gary and Mary West Health Institute.

Nick spent more than 34 years at Johnson & Johnson in positions of increasing responsibility, most recently serving as the company group chairman of the Ortho Clinical Diagnostics group. He also serves on the board of RTI Surgical. I'd like to say with pride that I really am proud of the strength and diversity and experience of our board and its independence. I would like to thank each of you for your dedication and commitment, and the time and energy that you devote to serving Edwards and its stockholders. Now, let me introduce our Edwards executive leadership team. When I call your name, will you please stand? Don Bobo, the head of Corporate Strategy and Corporate Development. He is additionally responsible for our disease awareness initiative and our healthcare solutions team. Davinder Chopra leads our surgical heart valve therapies business around the globe.

We warmly welcome him as the newest member of our executive team. Matter of fact, this is his first week. Dirksen Lehman, head of Public Affairs for Edwards. Jean-Luc Lemercier, responsible for Europe, Middle East, Africa, Canada, and the Latin American region. Christine McCauley, the head of Human Resources. John McGrath, who heads Quality, Regulatory, and Clinical Affairs. Joe Nuzzolese, the head of our global supply chain. Stan Rowe, head of Advanced Technology and our Chief Scientific Officer. Scott Ullem, our Chief Financial Officer. Huimin Wang, responsible for Japan, Asia, and Pacific regions. Aimee Weisner, our General Counsel. Larry Wood, head of our global Transcatheter Heart Valve Therapy business, and Bernard Zovighian, who leads our Transcatheter Mitral and Tricuspid Therapies business.

Katie Szyman, who leads our Critical Care business, couldn't be with us today because of a commitment with her family, but I know that she's with us in spirit. Our executive management team is very talented, and it's an experienced group of individuals that are really dedicated to achieving the goals of the company. Each of these leaders lives our values and our credo, and I'd like to thank each of you for what you do to drive the success of our company. Also joining us today is John Sichak from PricewaterhouseCoopers, the independent registered public accounting firm for our company. Mr. Seichek will be available to respond to any questions a little later on in the meeting. Linda Park and Crystal Pauley, a representative of Broadridge Tabulation Services, have been appointed as the duly sworn-in inspectors of election for the meeting. Thank you.

I'd now like to move on to the main business of the meeting. In the interest of time, we'd ask certain stockholders to move and second each of the proposals to be voted on today. After all items have been presented, there's going to be an opportunity for discussion regarding the proposals. I declare the polls are now open. Will holders of any undelivered proxies please hold them up so they can be picked up at this time? Do you have anything? All right. Anyone wishing to do so by ballot, if you've already voted by proxy, there's no need to vote again by ballot unless you want to change your vote. If you do wish for a ballot, please raise your hand and we'll bring a ballot to you, and we're going to collect it from you later.

With that, we'll proceed on to the first item of business. We're all taken care of there? Okay, perfect. First item 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 a vote for each of the nominees. Is there a motion and a second to nominate these individuals?

Jason Mark Yando
Shareholder, Private Investor

Jason, Mark Yando, I'd like to so move.

Michael A. Mussallem
Chairman and CEO, Edwards Lifesciences

Thank you. Thank you. Since there is no notice of any other nominees received in accordance with the bylaws of the company, nominations for the board are now closed. The second item of business is the 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 officers?

Marian Anderson
Company Representative, Edwards Lifesciences

My name is Marian Anderson. I so move.

Speaker 6

I second the motion.

Michael A. Mussallem
Chairman and CEO, Edwards Lifesciences

Thank you. The third item of business is the ratification and appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm for 2018. Our board recommends for this proposal. Is there a motion and a second to ratify the appointment?

Speaker 6

My name is Patel. I so move.

Celesta Bondroid
Shareholder, Private Investor

My name is Celesta Bondroid, I second the motion.

Michael A. Mussallem
Chairman and CEO, Edwards Lifesciences

Great. Thank you. The final item of business is consideration of a stockholder proposal to permit stockholders to act by written consent. The board of directors recommends a vote against this proposal. I now ask that a proponent or a qualified representative to present the proposal and ask that you limit your remarks to three minutes. Please proceed to the microphone and identify yourself and who you represent.

Crystal Little
Representative, Private Investor

My name's Crystal Little. I'm here representing John Chevedden of Redondo Beach, California. Shareholders request that the board of directors take the steps necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. This written consent is to be consistent with giving shareholders the fullest power to act by written consent in accordance with applicable law. This includes shareholders' ability to initiate any appropriate topic for written consent. This proposal topic won majority shareholder support at 13 major companies in a single year. This included 67% at Allstate and Sprint. Hundreds of major companies enabled shareholders actions by written consent. This proposal topic receives more than 51% at the Edwards Lifesciences 2015 annual meeting.

This 51% vote would have been still higher if small shareholders had the same access to corporate governance information as large shareholders. In regards to outreach, there is no evidence that independent party presented the important advantages of a shareholder right to act by written consent in the outreach process. Please vote yes. Shareholder right to act by written consent, proposal four.

Michael A. Mussallem
Chairman and CEO, Edwards Lifesciences

Thank you. All right. Is there a motion and a second on this proposal? All right. Ladies and gentlemen, I'd like to open the floor to discussion of the items that are up for a vote. If you have any questions related to the proposals, please stand and proceed to the microphone. There's going to be a time later on in the meeting for any general questions or comments. In the interest of time, we ask that you please limit your comments to no more than three minutes. Anyone? 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 a little later on in this meeting. At this time, I'd like to recap some of the highlights of last year and discuss what lies ahead.

I'm going to make some forward-looking statements. There's always risks associated with that. Those are available on our website and filed with the SEC. We also use some non-GAAP financial measures that make it a little easier to understand our business, and we do reconciliations. That's also available for your interest. What I'm proud to say is that our culture is really the foundation of our company. I would typically go through the credo and aspirations. I won't do that in the interest of time, but I can summarize it by saying it's really a uniform drive and a passion to help patients. That's what really underlies our company and how our people think. We've got a very clear strategy that we try and band around. We focus a lot on really executing that strategy. 2017 is a year that was a very good year for us.

I'll also mention right here this year, 2018, is our 60th anniversary. You see our little logo there. We're very proud of that. The company was founded in 1958. We're going to use it as an opportunity to celebrate throughout the year. It's one of great pride for us. 2017 was a very good year for our company. We strengthened each of our businesses and leadership positions. Clear leader in transcatheter heart valves. We launched some new exciting surgical heart valve therapy business. In critical care, we exceeded the expectations that we set at the beginning of the year by a long shot. We also gained a lot of patient experience in multiple breakthrough therapies, first-in-man experiences that we never had before. We formed a new business unit called Transcatheter Mitral and Tricuspid Therapies. This is a big step for us.

Very small sales today. We think has the potential to transform the way that medicine's practiced. We made a lot of investments in our operations. As we grow our operations, we're in need of a lot of growth and investment. It was also a year of investment. At the same time that we made all those investments in R&D and in our operations, we were able to exceed our financial guidance. We exceeded our guidance on sales and EPS and on cash flow. Financially, very solid. Our stock price performance, we grew 20%, which is actually not remarkable in 2017. The whole S&P 500 went up 20%. You can see the healthcare companies did even better. This is a little artificial. The calculation is done if you bought a share January 1st and sold December 31st.

It's a benchmark that we like to keep track of. We're going to talk a little bit about longer-term performance in a few minutes. 2018, we're looking forward to another great year. It's going to be another year of executing our long-term strategy. We've got Q1 under our belt. We delivered results that were very consistent with what we expected. We see strong growth in transcatheter heart valves, especially in places that are under-penetrated, and it's under-penetrated around the world. In the places where it's under-penetrated, it's growing the fastest. We're seeing a high demand for our new INSPIRIS RESILIA valve. This is a potentially more durable heart valve that could provide options for people that really want to live an active life.

We're seeing strong growth in Critical Care, particularly with our new platform that's called HemoSphere, that is much more intuitive for users around the world. We have a lot of confidence that we're going to attain our sales goals for the year, and we're proud in the first quarter that we have so many new things going in Transcatheter Mitral and Tricuspid Therapies. We have patients treated with each one of these new therapies, which is exciting for us, and we made good progress across a whole range of R&D milestones. That's important for us. As a long-term company, we want to make sure that we're staying in front of the things that we need to do to create a bright future.

When we talk about our financial results, we believe that we're going to finish toward the high end of the sales range that we projected when we did our investor conference. We're not updating guidance at this point, but reaffirming what we said on our last call, and we think we're going to be in good shape. You can see that our EPS is projected to be higher than what we thought when we first did the projection in December. Far this year, as of the close of yesterday, our stock up around 20%, which is certainly better than the S&P 500, but all the healthcare companies are doing reasonably well this year. Let's just turn to the long term because, again, we're not all about a quarter or a year. We're really about the long term.

You can see over a five-year track record, the stock has done better than the benchmarks that we measure against. We're long-term folks. If you go all the way back to our spinoff, we're probably worth 30 times more than we were at that point, the reason is that we've been able to enjoy sales growth, and it's sales growth that's been organic, things that we actually generated, ideas that were generated inside the company, and we wouldn't be able to do it without a really experienced and tenured group of people that work in this company, our leadership and our workforce in general. Our strategy is very simple. We can represent it on one page. It's simple to say and not so simple to do. We call it our patient-focused innovation strategy. It starts out with intense focus. Only structural heart disease and Critical Care technologies.

We don't look beyond it. We feel like there's big unmet needs just in that group of patients. We go for innovations, not small innovations, big breakthrough innovations that can change the way that medicine is practiced. We back it up with the evidence to actually make that happen, and we like to go first. We're good with that. We think that we learn a lot. We are fortunate to have the credibility to be able to go first, and we get to participate in sort of shaping the rules of how medicine can be changed. We think when we get that right and we transform patient care, it's the greatest way that the company adds value. The strategy has served us well.

Because we focus on big opportunities, I'm proud to say that over the last 10 years, our organic sales growth has been more than 10% each one of those years. It's because we do long-range planning, and we've had some successes, and we particularly like the successes which we've had or which we call triple wins, where we improve patient outcomes, we improve the quality of their life, and we save the system money. Right? When we get all those right, that's when it's special, and we've been fortunate enough to do that with, again, not an update on guidance, but it's a nice track record, but we never relax on them. We're fortunate to have an impressive pipeline in front of us. We're working on a lot of really cool new ideas, in each one of our businesses.

This is just a simple illustration that shows you what's ahead, and we think when we do this that we're going to be able to be a strong and growing company for a very long time. We're committed to be a good corporate citizen. We have this attitude that says, let's try and strengthen the communities where we live and work. Let's try and give more than we take. We set sustainability goals, and we constantly try and improve. Our report of sustainability is available. We've been fortunate enough to be recognized by some external parties. That's not the reason we do it. We do it because it's the right thing to do. We're also fortunate as a profitable company. We have the ability to give back, and we do that in a few different ways. Through our foundation, we're able to give actual cash back to appropriate nonprofit organizations.

We set a bold goal several years ago that we call Every Heartbeat Matters. We said, let's impact the burden of global heart valve disease, something we know- By educating, treating, or screening 1 million underserved people by 2020, and I'm pleased to say we're actually tracking ahead of that goal. It's working really well. The other thing that's important about our philanthropy is we encourage our employees to get involved in something that they care about. We have a very high percentage of our employees that actually do that and really give time to some philanthropic opportunity that they care about. In summary, I think we're well-poised for long-term success. We have this wonderful patient-focused culture that motivates us and guides us across the board. We have a differentiated strategy.

At a time when other people are just looking at getting larger, we're staying very focused and trying to have a high impact through innovation and through leadership and the patients that we serve. We've got an incredible R&D shop with very bright people, very bright ideas that have the ability to execute and demonstrate it with evidence. We've been fortunate, and we have the credibility and the trust built, and we work hard to maintain that approach of being a trusted partner with all the people in the healthcare system, because certainly we can't do it alone. We're also mindful of how fast the world changes and how important it is for us to stay nimble and adaptive to whatever's ahead, and think we have a business model that truly allows us to do that around the globe.

When we get that right and we really address the significant needs of patients, we think it's a great way to create shareholder value. With that, I think this is a good time to be able to take some questions. If anybody has it, please identify yourself, come to the microphone and I'd be happy to answer, and we also have a bunch of experts in the audience as well. Anybody?

Speaker 6

Maybe an update on transcatheter technology and becoming the standard of care as opposed to cracking open the chest, maybe some progress. I think that would be a great thing.

Michael A. Mussallem
Chairman and CEO, Edwards Lifesciences

Yeah. Thank you. It's a great question. It's actually core to value creation for Edwards. You know there's a disease called aortic stenosis, and we've made tremendous progress in that regard. Over the past 10 years, we've been able to demonstrate results that are comparable, if not better, in many groups of surgeons. We're still continuing to study this in big randomized trials to prove to the world that this is really great therapy. I think as a result of it, a lot of people that don't get their aortic stenosis treated today are going to have that treated in the future. It's surprising how many people there are that actually don't get treated. If they knew they had a great catheter-based option, I think it would unlock that. We also believe that it goes well beyond that.

Aortic stenosis is just one disease that affects the heart. If you look at the whole field of structural heart disease, one that we're excited about is treating the mitral valve and tricuspid valve. The only way they've been treated in the past is opening the chest, and surgeons do some wonderful miracles when they do. What if we could do it with a catheter? We think that we're going to have the ability to do small miracles on the tip of a catheter in the future and treat those valves. We think we could be better at this than anybody and really change the way that medicine's practiced, and it's going to be a key way we create value in the future. Thanks for the question. Anything else? All right. Thank you very much for your question.

Linda, have the inspectors of election finished tabulating the votes? Now let me report the results. The inspectors of election have informed me that Kieran Gallahue, Leslie Heisz, Bill Link, Steve Loranger, Martha Marsh, Wes von Schack, Nick Valeriani, and I 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. The stockholders have ratified the appointment of PwC as the company's independent registered public accounting firm for 2018. The stockholders have advised that they disapproved of the stockholder proposal regarding action by written consent. The inspectors of election will furnish the written report on the matters voted on today, and that'll be included in the minutes of the meeting. This concludes the business of today's meeting, and I'd now like to entertain a motion to adjourn.