Edwards Lifesciences (EW) Proxy filing summary

Executive summary

• Achieved strong financial performance in 2025, with $6.1 billion in sales, up 11.5% year-over-year, and invested over $1 billion in R&D to advance key pipelines in TAVR, TMTT, and Surgical therapies.

• Maintained a highly qualified, independent, and diverse Board, with 88.9% independence, 33.3% women, and 11.1% ethnically/racially diverse members; average tenure is 6 years.

• Continued focus on patient-centric innovation, global expansion, and disciplined long-term investment strategy to drive sustainable growth.

Voting matters and shareholder proposals

• Election of nine director nominees for a one-year term.

• Advisory vote to approve named executive officer compensation (say-on-pay).

• Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026.

• Approval of amended and restated Long-Term Stock Incentive Compensation Program, increasing share reserve by 7 million shares and updating plan provisions.

Board of directors and corporate governance

• Board leadership structure features an independent Chair since 2024, with annual director elections and a robust director evaluation process.

• Board committees include Audit and Compensation & Governance, each fully independent and actively overseeing key areas.

• Stockholder engagement program contacted 57% and engaged 36% of outstanding shares since the last annual meeting.

• Enhanced shareholder rights: 15% threshold to call special meetings, proxy access, declassified board, and majority voting in uncontested elections.