Edgar Filing: Edwards Lifesciences Corp

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TABLE OF CONTENTS
APPENDIX A
APPENDIX B

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )


Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
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o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material under §240.14a-12


Edwards Lifesciences Corporation
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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	(1)	Title of each class of securities to which transaction applies:
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o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

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March 30, 2017

To our Stockholders:

The Board of Directors joins me in inviting you to attend our 2017 Annual Meeting of Stockholders. The meeting will be held at our corporate headquarters located at One Edwards Way, Irvine, California, on Thursday, May 11, 2017, at 10:00 a.m., Pacific Daylight Time. Registration will begin at 9:00 a.m.

Details of the business to be conducted at the Annual Meeting are included in the attached Notice of 2017 Annual Meeting of Stockholders and Proxy Statement. Stockholders also may access the Notice of 2017 Annual Meeting of Stockholders and the Proxy Statement via the Internet at www.edwards.com.

At the meeting, in addition to discussing matters described in the Proxy Statement, I will report on our 2016 achievements and discuss our plans for continued growth and success.

We look forward to seeing you at the Annual Meeting.

Sincerely,

Michael A. Mussallem
Chairman of the Board and
Chief Executive Officer

Edwards Lifesciences Corporation
One Edwards Way
Irvine, California USA 92614
Phone: 949.250.2500 www.edwards.com

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Edwards Lifesciences Corporation
One Edwards Way
Irvine, California USA 92614
949.250.2500

NOTICE OF 2017 ANNUAL MEETING OF STOCKHOLDERS
To be held on Thursday, May 11, 2017

To the Stockholders of

EDWARDS LIFESCIENCES CORPORATION

The 2017 Annual Meeting of Stockholders (the "Annual Meeting") of Edwards Lifesciences Corporation, a Delaware corporation ("Edwards," the "Company," "we" or "us"), will be held at the corporate headquarters of the Company, located at One Edwards Way, Irvine, California 92614, on Thursday, May 11, 2017, at 10:00 a.m., Pacific Daylight Time, for the following purposes:

1.: To elect the eight nominees identified in the attached proxy statement (the "Proxy Statement") as directors to serve until the 2018 annual meeting of stockholders and until their respective successors are elected and qualified;

2.: To approve, on an advisory basis, the frequency of named executive officer compensation votes;

3.: To approve, on an advisory basis, named executive officer compensation;

4.: To approve an amendment and restatement of the Company's Long-Term Stock Incentive Compensation Program (the "Long-Term Stock Program") to increase the total number of shares of common stock available for issuance under the Long-Term Stock Program by 1,400,000 shares;

5.: To approve an amendment and restatement of the Company's 2001 Employee Stock Purchase Plan for United States Employees (the "U.S. ESPP") to increase the total number of shares of common stock available for issuance under the U.S. ESPP by 1,500,000 shares;

6.: To ratify the appointment of PricewaterhouseCoopers LLP ("PwC") as the Company's independent registered public accounting firm for the year ending December 31, 2017; and

7.: To transact such other business as may properly come before the Annual Meeting.

The Proxy Statement accompanying this notice describes each of the items of business in more detail.

If you were a holder of record of the Company's common stock at the close of business on March 17, 2017, you are entitled to notice of, and to vote at, the Annual Meeting.

Whether or not you expect to attend the Annual Meeting, please submit your proxy or voting instructions as soon as possible to ensure that your shares will be represented at the Annual Meeting. You may vote in person or by proxy at the Annual Meeting, or you may submit your proxy or voting instructions via the Internet, by telephone or by mail. Please follow the instructions in the Notice of Internet Availability of Proxy Materials (the "Notice") or on the proxy card or voting instruction form you received to vote your shares. If you only received the Notice, you may request a paper copy of the proxy materials (the "Proxy Materials"), which includes this Notice of Annual Meeting, the Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended 2016 ("2016 Annual Report"), and a proxy card or voting instruction form, by following the instructions in the Notice.


		By Order of the Board of Directors,

		Denise E. Botticelli Vice President, Associate General Counsel, and Secretary

March 30, 2017

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TABLE OF CONTENTS



				Page

		PROXY SUMMARY		i

		GENERAL MEETING AND VOTING INFORMATION		1

		BOARD OF DIRECTORS MATTERS		5

		PROPOSAL 1 - ELECTION OF DIRECTORS		5

		Corporate Governance Policies and Practices		10
		Corporate Governance Highlights		10
		Active Stockholder Engagement		10
		Director Independence		11
		Corporate Governance Guidelines		11
		Board Leadership Structure		11
		Board Role In Risk Oversight		12
		Meetings of the Board		12
		Board Composition		12
		Committees of the Board		13
		Board Criteria and Diversity Policy		15
		Board Evaluations		15
		Board Retirement Policy		15
		Succession Planning		15
		Sustainability Report		15
		Communications with the Board		16
		Director Compensation		16
		Director Compensation Table – 2016		16
		Retainers and Fees		17
		Nonemployee Directors Stock Incentive Program		17
		Deferral Election Program		17
		Directors' Stock Ownership Guidelines and Holding Requirement		18
		Expense Reimbursement Policy		18
		Outstanding Nonemployee Director Equity Awards		19

		SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		20

		EXECUTIVE COMPENSATION AND OTHER INFORMATION		22

		Executive Officers		22
		Compensation Discussion and Analysis		24
		Executive Summary		24
		Compensation Philosophy and Objectives for NEOs		27
		Compensation Process		27
		Independent Compensation Consultant		28
		Use of Competitive Data		28
		Elements of Compensation		29
		Stock Ownership Guidelines and Holding Requirement		37
		Prohibition on Pledging and Hedging		37
		Market Timing of Equity Awards		37
		Benefits and Perquisites		37
		Deferred Compensation		38
		Employment and Post-Termination Agreements		38
		Tax and Accounting Implications – Policy Regarding Section 162(m)		39
		2017 Compensation Decisions		39



				Page

		Compensation and Governance Committee Report		40
		Executive Compensation		40
		Summary Compensation Table		41
		Grants of Plan-Based Awards in Fiscal Year 2016		43
		Non-Equity Incentive Plan Awards		44
		Equity Incentive Plan Awards		44
		Outstanding Equity Awards at 2016 Fiscal Year-End		47
		Option Exercises and Stock Vested in Fiscal Year 2016		49
		Nonqualified Deferred Compensation Plans		49
		Potential Payments Upon Termination or Change in Control		50

		PROPOSAL 2 - ADVISORY VOTE TO APPROVE FREQUENCY OF NAMED EXECUTIVE OFFICER COMPENSATION VOTES		54

		PROPOSAL 3 - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION		55

		EQUITY COMPENSATION PLAN INFORMATION		57

		PROPOSAL 4 - AMENDMENT AND RESTATEMENT OF THE LONG-TERM STOCK PROGRAM		58

		PROPOSAL 5 - AMENDMENT AND RESTATEMENT OF THE U.S. ESPP		68

		AUDIT MATTERS		71

		PROPOSAL 6 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		71

		Fees Paid to Principal Accountants		71
		Pre-Approval of Services		71
		Audit Committee Report		72

		OTHER MATTERS AND BUSINESS		73

		Additional Information		73
		Section 16(a) Beneficial Ownership Reporting Compliance		73
		Related Persons Transactions		73
		Indemnification of Directors and Officers		73
		Deadline for Receipt of Stockholder Proposals and Director Nominations for the 2018 Annual Meeting		73
		Annual Report on Form 10-K		74
		Delivery of Proxy Materials		74

		APPENDIX A: LONG-TERM STOCK PROGRAM		A-1

		APPENDIX B: U.S. ESPP		B-1

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PROXY SUMMARY

This summary contains highlights about Edwards and the upcoming Annual Meeting. This summary does not contain all of the information that you should consider. Please read the entire Proxy Statement prior to voting.

VOTING MATTERS (Page 1)


Proposal		Board Vote Recommendation
1.	Election of Directors	FOR
2.	Advisory Vote on Frequency of Named Executive Officer Compensation Votes	ONE YEAR
3.	Advisory Vote to approve Named Executive Officer Compensation	FOR
4.	Amendment and Restatement of the Long-Term Stock Program	FOR
5.	Amendment and Restatement of the U.S. ESPP	FOR
6.	Ratification of Appointment of Independent Registered Public Accounting Firm	FOR

BOARD OF DIRECTORS (Page 5)

This year, eight of our current directors are standing for election for a one-year term at the Annual Meeting. The following chart provides key information on each of our current directors:


Name	Age		Director Since	Primary Occupation	Board Roles(1)	Other Public Company Boards
Director Nominees

Kieran T. Gallahue*		53	2015	Former Chairman and CEO CareFusion Corporation	AC	1
Leslie S. Heisz*		56	2016	Former Managing Director Lazard Frères & Co.	AC	1
William J. Link, Ph.D.*		70	2009	Managing Director and Co-Founder Versant Ventures	CGC (Chair)	2
Steven R. Loranger*		65	2016	Former Chairman, President and CEO ITT Corporation	CGC	1
Martha H. Marsh*		68	2015	Retired President and CEO Stanford Hospital & Clinics	CGC	2
Michael A. Mussallem		64	2000	Chief Executive Officer and Chairman Edwards Lifesciences Corporation	Chairman	0
Wesley W. von Schack*		72	2010	Former Chairman, President and CEO Energy East Corporation	Presiding Director AC	1
Nicholas J. Valeriani*		60	2014	Former CEO, West Health Institute Former EVP, Johnson & Johnson	CGC	2
Average		64	5 years

Retiring Director (Not Nominated for Re-Election Under Edwards' Director Retirement Policy)

John T. Cardis*		75	2004	Retired National Managing Partner Deloitte & Touche	AC (Chair)	0

(1): CGC = Compensation and Governance Committee; AC = Audit Committee, each member is an audit committee financial expert

* Independent Director

Edwards Lifesciences Corporation | PROXY STATEMENT i

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PROXY SUMMARY

CORPORATE GOVERNANCE HIGHLIGHTS (Page 10)

Our commitment to good governance practices and accountability to stockholders is described in the following chart.



		WHAT WE DO

		ü Annual election of directors
		ü Majority vote standard in uncontested elections, with director resignation policy
		ü Special stockholders meetings can be called by stockholders owning at least 15% of our outstanding shares
		ü Proxy access right to permit a stockholder, or a group of up to 30 stockholders, owning at least 3% of our outstanding shares continuously for at least 3 years, to nominate up to the greater of 2 directors or 20% of our Board for inclusion in our proxy statement
		ü Independent Board, all but our Chief Executive Officer
		ü Executive session of independent directors held at each Board and committee meeting
		ü Independent Presiding Director provides strong independent leadership of our Board
		ü Retirement policy for directors
		ü Annual Board and committee self-evaluations, and peer reviews
		ü Nonemployee directors expected to hold net shares upon vesting or exercise of equity awarded after 2011 until Board service ends
		ü Senior management succession planning considered at each regularly scheduled Board meeting
		ü Active stockholder engagement
		ü Robust code of ethics in our Global Business Practice Standards
		ü Corporate sustainability report
		ü "Clawback" policy for performance-based compensation
		WHAT WE DON'T DO

		✗ No pledging or hedging of Edwards' securities by directors, executives, employees with a title of "vice president" or above and "insiders" under our insider trading policy
		✗ No stockholder rights plan ("poison pill")
		✗ No supermajority voting provisions in the Company's organizational documents

ACTIVE STOCKHOLDER ENGAGEMENT (Page 10)

Edwards' Board of Directors (the "Board") and management are committed to engaging with Edwards' stockholders and incorporating feedback into their decision-making processes. Our Corporate Secretary and Investor Relations teams, together with other members of management and, from time to time, our Presiding Director, engage stockholders to solicit their views and feedback on governance, compensation and other related matters and to discuss the issues that matter most to our stockholders. Stockholder feedback is shared with the Board and its committees, which enhances our governance practices, facilitates future dialogue between stockholders and the Board and provides additional transparency to our stockholders. In the winter of 2016-2017, our Corporate Secretary and Investor Relations teams contacted our top 10 stockholders representing approximately 38% of our outstanding shares, and conducted conversations with stockholders representing approximately 20% of outstanding shares. In this engagement, we received feedback from stockholders on a range of issues including governance, compensation and sustainability.

EXECUTIVE COMPENSATION (Page 24)

Executive Summary. Edwards is the global leader in patient-focused medical innovations for structural heart disease, as well as critical care and surgical monitoring. Driven by a passion to help patients, we collaborate with the world's leading clinicians and researchers to address unmet healthcare needs, working to improve patient outcomes and enhance lives.

Pay-for-Performance Philosophy. The Compensation and Governance Committee of the Board (the "Compensation Committee") strives to create a pay-for-performance culture and strongly believes that executive compensation should be tied not only to performance, but also directly to the successful implementation of our corporate strategy. As a direct result of our strategy, we have introduced new therapies such as transcatheter aortic valve replacement, rapid-deployment surgical heart valves and noninvasive advanced hemodynamic monitoring, all while achieving our stated financial and operating objectives. Managing our business well in a challenging, highly regulated, dynamic environment requires talented and energetic leaders who champion our strategy and deliver on our commitments.

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PROXY SUMMARY

EXECUTIVE COMPENSATION (Page 25)

EDWARDS' CORPORATE STRATEGY INFORMS PAY DESIGN

2016 Financial and Operating Performance. Overall, we achieved outstanding financial results and operating performance in 2016, including revenue growth of 18.5% on a non-GAAP basis. We made important progress on future advancements for patients:

•: Based on impressive clinical results in patients at intermediate risk for surgery, we secured U.S. Food and Drug Administration ("FDA") approval to treat a broader group of patients with our SAPIEN 3 transcatheter aortic heart valve replacement technology
•: We continued to dedicate research and development to enhancing our surgical heart valve options for patients, achieving FDA approval of our INTUITY Elite rapid-deployment valve
•: We made key advancements in critical care, receiving CE Mark for a breakthrough hypotension indicator and a new advanced monitoring platform

Stock Performance. As a general indicator of our pay-for-performance culture, the Compensation Committee considers how Edwards' cumulative total return to stockholders compares to both the S&P 500 and our 12-company medical products peer group, the S&P 500 Health Care Equipment Index (the "SPHEI"). As the table below illustrates, Edwards has outperformed these indices over the five-, three- and one-year periods ended December 31, 2016 (reflecting reinvestment of dividends).



	Last 5 Years	Last 3 Years	Last Year

EDWARDS	165%	185%	19%
S&P 500	98%	29%	12%
SPHEI	107%	38%	7%

2016 Annual Incentive Plan Outcomes and Long Term Incentives. Our financial results in 2016 surpassed the cash incentive plan target achievement percentages for all three financial measures by significant margins, surpassing the maximum for one measure, and resulted in financial performance at 159% of target under the cash incentive plan. In addition, our overall achievement of KODs for 2016 was 100%. Accordingly, our cash incentive plan for corporate employees funded at 159% of target. The PBRSUs that vested in 2016 were based on Edwards' total stockholder return ("TSR") compared to that of companies in the Morgan Stanley Healthcare Product Companies Index ("RXP"). The payout of these PBRSUs tracked the strong performance of our stock after the three-year period and paid out 175% of target.

Edwards Lifesciences Corporation | PROXY STATEMENT iii

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PROXY SUMMARY

COMPENSATION PROGRAM HIGHLIGHTS (Page 26)

Compensation Program Highlights. The Compensation Committee believes that its executive compensation and benefits philosophy and objectives have resulted in programs that align executives with stockholder interests.



		WHAT WE DO

		ü Pay for Performance. Approximately 88% of the total direct compensation of our CEO, and an average of 78% of the total direct compensation of our other NEOs, is performance-based.				We align executive compensation with the interests of our stockholders Executive compensation programs are designed to avoid excessive risk and foster sustainable growth We adhere to strong executive compensation and governance practices
		ü Linkage Between Performance Measures and Strategic Imperatives. Performance measures for incentive compensation are linked to our Strategic Imperatives through achievement of KODs and are designed to create long-term stockholder value and hold executives accountable for their individual and Edwards' performance.
		ü Performance-Based Equity. Our PBRSUs vest based on our relative TSR over a three-year period.
		ü Minimum Three-Year Vesting. Equity compensation is structured to vest over a minimum period of three years, subject to limited exceptions.
		ü Robust Executive Stock Ownership Guidelines with Holding Period Requirements. Executives are required to hold Edwards' stock with a value not less than six times salary for our CEO and three times salary for each other NEO. Fifty percent of net shares received as equity compensation must be retained until the guideline has been met.
		ü CEO Stock Ownership. Our CEO far exceeds his six-times salary ownership guideline and continues to increase his ownership of Edwards' stock each year.
		ü Modest Perquisites. We provide modest perquisites and have a business rationale for the perquisites that we do provide.
		ü "Double Trigger" in the Event of a Change in Control. Severance benefits are paid, and equity compensation awarded starting in May 2015 vests, only upon a "double trigger" in connection with a change in control (meaning a termination of the executive's employment is required, in addition to the occurrence of a change in control, in order for the benefits to be triggered).
		ü Annual Stockholder Approval of Long-Term Stock Program Shares. We provide stockholders an annual opportunity to vote on proposed increases to the number of shares available for grant under the Long-Term Stock Program.
		ü Use Tally Sheets. The Compensation Committee annually reviews "tally sheets" reflecting all compensation elements for our NEOs.
		ü "Clawback" Policy. We maintain a recoupment policy for performance-based compensation.
		ü Independent Compensation Consultant. The Compensation Committee engages an independent compensation consulting firm that provides us with no other services.
		WHAT WE DON'T DO

		✗ No excise tax gross-ups for executive officers.
		✗ No repricing or buyout of underwater stock options.
		✗ No pledging of Edwards' securities by directors, executives, employees with a title of "vice president" or above, and "insiders" under our insider trading policy.
		✗ No hedging of Edwards' securities by directors, executives, employees with a title of "vice president" or above, and "insiders" under our insider trading policy.

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EDWARDS LIFESCIENCES CORPORATION

PROXY STATEMENT FOR THE
2017 ANNUAL MEETING OF STOCKHOLDERS

GENERAL MEETING AND VOTING INFORMATION

Our Board of Directors is soliciting your proxy for use at the Annual Meeting to be held at 10:00 a.m., Pacific Daylight Time, on Thursday, May 11, 2017, at our corporate headquarters, located at One Edwards Way, Irvine, California 92614.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON MAY 11, 2017

We are pleased to take advantage of Securities and Exchange Commission (the "SEC") rules that allows us to furnish the Proxy Materials over the Internet. As a result, we are mailing to most of our stockholders the Notice instead of a paper copy of the Proxy Materials. The Notice contains instructions on how to access those documents over the Internet and how to submit your proxy via the Internet. The Notice also contains instructions on how to request a paper copy of the Proxy Materials. All stockholders who do not receive a Notice will receive a paper copy of the Proxy Materials by mail. This process allows us to provide our

stockholders with the information they need in a more timely manner, while reducing the environmental impact and lowering the costs of printing and distributing the Proxy Materials. This Proxy Statement and our 2016 Annual Report are available at our website at http://ir.edwards.com/annuals-proxies.cfm, which does not have "cookies" that identify visitors to the site.

The Notice and the Proxy Materials are first being sent to stockholders on or about March 30, 2017.

VOTING MATTERS AND THE RECOMMENDATIONS OF THE BOARD

The items of business scheduled to be voted on at the Annual Meeting and our Board's recommendation on each item are as follows:


Proposal		Board Vote Recommendation
1.	Election of Directors	FOR
2.	Advisory Vote on Frequency of Named Executive Officer Compensation Votes	ONE YEAR
3.	Advisory Vote to Approve Named Executive Officer Compensation	FOR
4.	Amendment and Restatement of the Long-Term Stock Program	FOR
5.	Amendment and Restatement of the U.S. ESPP	FOR
6.	Ratification of Appointment of Independent Registered Public Accounting Firm	FOR

Stockholders will also be asked to consider and transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof. Pursuant to our Bylaws, the chairman of the Annual Meeting will determine whether any business proposed to be brought before the

Annual Meeting has been properly presented. If the chairman determines that the business was not properly brought before the Annual Meeting, the chairman will declare to the Annual Meeting that such business was not properly brought and such business will not be transacted.

Edwards Lifesciences Corporation | PROXY STATEMENT 1

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GENERAL MEETING AND VOTING INFORMATION

RECORD DATE AND STOCKHOLDERS LIST

The Board has fixed the close of business on Friday, March 17, 2017 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting. A list of stockholders of record entitled to vote at the Annual Meeting will be available for inspection by any stockholder, for any

purpose germane to the meeting, during normal business hours, for a period of ten days prior to and including the date of the meeting, at our corporate headquarters located at One Edwards Way, Irvine, California 92614.

WHO CAN VOTE

You are entitled to vote your shares at the Annual Meeting if our records show that you held your shares as of the record date, March 17, 2017. At the close of business on that date, 211,185,958 shares of our common stock were outstanding and entitled to vote at

the Annual Meeting. We have no other class of voting securities outstanding. Each stockholder is entitled to one vote per share on each proposal to be voted upon at the Annual Meeting.

HOW TO VOTE

You may hold Edwards' shares in multiple accounts and therefore receive more than one proxy card or voting instruction form and related materials. Please vote EACH proxy card and voting instruction form that you receive.

Shares Held of Record. If you hold your shares in your own name as a holder of record with our transfer agent, Computershare, you may authorize that your shares be voted at the Annual Meeting in one of the following ways.


By Internet or By Telephone		• If you received a Notice or a printed copy of the Proxy Materials, follow the instructions in the Notice or on the proxy card or voting instruction form
By Mail		• If you received a printed copy of the Proxy Materials, complete, sign, date, and mail your proxy card or voting instruction form in the enclosed, postage-prepaid envelope
In Person		• You may also vote in person if you attend the Annual Meeting

Shares Held in Street Name. If you hold your shares through a broker, bank or other nominee (that is, in street name), you will receive instructions from your broker, bank or nominee that you must follow in order to have your shares voted at the Annual Meeting. If you want to vote in person at the Annual Meeting, you must obtain a legal proxy from your broker, bank or other nominee and bring it to the meeting.

Shares Held in Our 401(k) Plan. If you participate in the Edwards Lifesciences Corporation 401(k) Savings and Investment Plan or the Edwards Lifesciences Corporation of Puerto Rico Savings and Investment Plan, you will receive a request for voting instructions with respect to the shares allocated to your plan account. You are entitled to direct the plan trustee how to vote your plan shares. If the plan trustee does not receive voting instructions for shares in your plan account, the shares attributable to your account will be voted in the same proportion as the allocated shares for which voting instructions have been received.

Even if you plan to attend the Annual Meeting, we recommend that you submit your proxy or voting instructions in advance of the Annual Meeting as described above so that your vote will be counted if you later decide not to attend or are unable to attend the Annual Meeting.

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GENERAL MEETING AND VOTING INFORMATION

DEADLINE TO VOTE

If you are a stockholder of record, your proxy must be received by telephone or the Internet by 11:59 p.m. Eastern Time on May 10, 2017 in order for your shares to be voted at the Annual Meeting. If you are a stockholder of record and you received a printed copy of the Proxy Materials, you may instead mark, sign, date and return the enclosed proxy card or voting instruction form, which must be received before the polls close at the Annual Meeting.

If you hold your shares in street name through a broker, bank or other nominee, please follow the instructions provided by the broker, bank or other nominee who holds your shares. If you hold shares in one of our 401(k) plans, to allow sufficient time for voting by the plan trustees, your voting instructions must be received by telephone or the Internet by 11:59 p.m. Eastern Time on May 8, 2017.

APPOINTMENT OF PROXIES

The Board has appointed William J. Link, Michael A. Mussallem and Wesley W. von Schack to serve as proxy holders to vote your shares according to the instructions you submit. If you properly submit a proxy but do not indicate how you want your shares to be voted on one or more items, your shares will be voted in accordance with the recommendations of our Board as

set forth above under "Voting Matters and the Recommendations of the Board." With respect to any other matter properly presented at the Annual Meeting, your proxy, if properly submitted, gives authority to the proxy holders to vote your shares on such matter in accordance with their best judgment.

REVOCATION OF YOUR PROXY

If you are a holder of record, you may revoke your proxy at any time before it is voted at the Annual Meeting by delivering written notice of revocation to the Secretary of the Company by submitting a subsequently dated proxy by mail, telephone or the Internet in the manner described above under "How to Vote," or by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not itself revoke an earlier submitted proxy. If you hold your shares in street name, you must follow the instructions provided by your broker, bank or nominee to revoke your voting

instructions, or, if you have obtained a legal proxy from your broker, bank or other nominee giving you the right to vote your shares at the Annual Meeting, by attending the Annual Meeting and voting in person.

Any change to your proxy or voting instructions that is provided by telephone or the Internet must be submitted by 11:59 p.m. Eastern Time on May 11, 2017, except that if you are voting shares held in one of our 401(k) plans, the deadline is 11:59 p.m. Eastern Time on May 8, 2017.

BROKER VOTING

Brokers holding shares of record for their customers are entitled to vote on certain routine matters, such as the ratification of the appointment of PwC, our independent registered public accounting firm (Proposal 6), without instructions from their customers. However, these brokers are generally not entitled to vote on certain non-routine matters, including the election of directors, matters relating to equity compensation plans or executive compensation, and certain corporate governance proposals, unless their

customers submit voting instructions. If you hold your shares in street name through a broker and the broker does not receive your voting instructions, the broker will not be permitted to vote your shares in its discretion on any of the proposals at the Annual Meeting other than the proposal to ratify the appointment of PwC. If you do not submit voting instructions and your broker votes your shares on Proposal 6 in its discretion, your shares will constitute "broker non-votes" on each of the other proposals.

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GENERAL MEETING AND VOTING INFORMATION

QUORUM

The presence at the Annual Meeting, in person or by proxy, of holders of at least a majority of the outstanding shares of common stock entitled to vote is necessary to constitute a quorum to transact business at the Annual Meeting. Shares represented at the

Annual Meeting are counted toward a quorum even if the holder of such shares abstains from voting. Shares held through brokers are not counted toward a quorum unless the broker has authority to vote upon at least one matter at the Annual Meeting.

VOTE REQUIRED ON PROPOSALS

The following summary describes the vote required to approve each of the proposals at the Annual Meeting.


Voting Item	Vote Standard	Treatment of Abstentions and Broker Non-Votes
*Proposal 1 – Election of Directors*	• Majority of votes cast	• Abstentions and broker non-votes not counted as votes cast
*Proposal 2 – Frequency of Executive Compensation Votes (Advisory)* *Proposal 3 – Executive Compensation (Advisory)* *Proposal 4 – Long-Term Stock Program* *Proposal 5 – U.S. ESPP* Proposal 6 – Ratification of Independent Registered Public Accounting Firm (Advisory)	• Majority of shares represented at the Annual Meeting and entitled to vote on the proposal	• Abstentions will have the effect of votes "against" • Broker non-votes will not be counted as shares entitled to vote on the proposal

PROXY SOLICITATION COSTS

Your proxy for the Annual Meeting is being solicited on behalf of our Board and we will pay the cost of solicitation. At our expense, we will also request brokers and other custodians, nominees and fiduciaries to forward proxy soliciting materials to the beneficial owners of shares held of record by such persons. In addition, we have retained Georgeson Inc. ("Georgeson") to assist with the distribution and solicitation of proxies for a fee of $20,000, plus

expenses for these services. We also agreed to indemnify Georgeson against liabilities and expenses arising in connection with the proxy solicitation unless caused by Georgeson's gross negligence or intentional misconduct. Georgeson and our officers, directors and regular employees may also solicit proxies by telephone, facsimile, e-mail and personal solicitation. We will not pay additional compensation to our officers, directors and regular employees for these activities.

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PROPOSAL 1 – ELECTION OF DIRECTORS

THE BOARD RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR

General. Our Board currently consists of nine directors forming one single class of directors and at the Annual Meeting, all but one will be standing for election for a one-year term. In accordance with Edwards' director retirement policy, Mr. John T. Cardis has not been nominated for re-election and will retire from the Board on the date of the Annual Meeting. At that time, we expect the size of the Board will be reduced to eight directors.

Since our 2016 annual meeting, in July 2016, the Board appointed a new director, Leslie S. Heisz. Ms. Heisz has extensive investment banking and previous board experience, as described further in her biography below. The Compensation Committee authorized the retention of Spencer Stuart, an executive search consulting firm, to identify and assess appropriate candidates for director. Spencer Stuart facilitated background checks on Ms. Heisz as part of the director search process. The Compensation Committee and full Board then reviewed the results of Spencer Stuart's evaluations and screenings, conducted candidate interviews, discussed each potential nominee and appointed Ms. Heisz to the Board.

The Board has nominated the eight individuals identified below, including Ms. Heisz, for election to the Board, to serve until the next annual meeting of

stockholders and until their successors are elected and qualified, or until their earlier resignation or removal.

Each of the nominees standing for election has consented to serve as a director if elected. However, if any nominee becomes unable or unwilling for good cause to serve before the election, the shares represented by proxy may be voted for a substitute nominee designated by the Board. No arrangement or understanding exists between any nominee and any other person or persons pursuant to which any nominee was or is to be selected as a director or nominee, and none of our directors has any family relationship with any other director or with any of our executive officers. More information regarding the Board, the committees of the Board, director independence, and related matters follows this Proposal 1.

Director Nominees. The following biographical information for each of the Board's director nominees includes information about the director's age, background, and business experience and the specific experience, qualifications, attributes or skills that led the Board to conclude that the individual should serve as a director.

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	Michael A. Mussallem Age: 64 Director Since: 2000	Edwards Board Roles: • Chairman of the Board

Select Business Experience: • Edwards Lifesciences Corporation – Chairman and CEO, since 2000 • Baxter International Inc. – Group Vice President, Cardiovascular businesses, from 1994 to 2000 – Group Vice President, Biopharmaceutical business, from 1998 to 2000 – Held a variety of positions with increasing responsibility in engineering and product development • Member of the board and executive committee of the Advanced Medical Technology Association (AdvaMed), former chairman of the boards of directors of both AdvaMed and California Healthcare Institute • Trustee of the University of California, Irvine Foundation		• Received his Bachelor of Science in Chemical Engineering and an honorary doctoral degree from the Rose Hulman Institute of Technology Select Skills and Qualifications: Mr. Mussallem has an extensive knowledge of the medical technology industry in general, and of the people, operations, processes and products of the Company, in particular, built over a 35-year career with the Company and its predecessor. In addition, in his roles with AdvaMed and other healthcare-related organizations, he has become a recognized leader in the medical technology industry, making important contributions to healthcare policy discussions in California, the United States and the key global markets that the Company serves. These experiences have established relationships which are helpful in developing the Board's strategic perspective and enhanced his leadership of the Company and contributions to the Board.

	Kieran T. Gallahue Age: 53 Director Since: 2015	Edwards Board Roles: • Audit Committee Member

Other Current Public Company Directorships: • intersect ENT, Inc., since 2015 – Lead Independent Director Other Public Company Directorships in Past Five Years: • CareFusion Corporation, until 2015 • Volcano Corporation, until 2015 Select Business Experience: • CareFusion Corporation, a global medical technology company (acquired by Becton, Dickinson and Company in March 2015) – Chairman and Chief Executive Officer, from 2011 to 2015 • ResMed, Inc. – Member of the Board of Directors, until 2011 – Chief Executive Officer, from 2008 to 2011 – President, from 2004 to 2011 – President and COO, Americas, from 2003 to 2004		• Nanogen, Inc. – Various positions, including President and Chief Financial Officer, from 1998 to 2002 • Prior to 1998, various marketing, sales and financial positions within Instrumentation Laboratory, the Procter & Gamble Company and the General Electric Company • Served on the Board of Directors and Executive Committee of AdvaMed • Holds a bachelor's degree in economics from Rutgers University and an MBA from Harvard Business School Select Skills and Qualifications: Mr. Gallahue provides valuable insights and direction to the Board gained through extensive executive management experience at medical technology companies. His leadership roles on other public company boards and committees and prior experience as a public company chief financial officer also permits him to contribute valuable financial and accounting perspectives to the Board and Audit Committee.

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	Leslie S. Heisz Age: 56 Director Since: 2016	Edwards Board Roles: • Audit Committee Member

Other Current Public Company Directorships: • Public Storage, Independent Trustee, since 2017 Other Public Company Directorships in Past Five Years: • Ingram Micro Inc., until 2016 • Towers Watson & Co., until 2016 • HCC Insurance Holdings, Inc., until 2014 Select Business Experience: • Kaiser Foundation Hospitals and Kaiser Foundation Health Plan, Inc., since 2015 – Member, Audit, Governance, and Community Benefit Committees • Lazard Freres & Co., from 2003 to 2010 – Managing Director • Dresdner Kleinwort Wasserstein (and its predecessor Wasserstein Perella & Co.), Mergers & Acquisitions and Corporate Finance, from 1995 to 2002 – Managing Director, from 1996 to 2002 – Director, from 1995 to 1996		• Salomon Brothers Inc., from 1987 to 1995 – Vice President, Corporate Finance • Pricewaterhouse, from 1982 to 1986 – Senior Consultant • Holds a bachelor's degree in economics-systems science from the University of California and an MBA from the UCLA School of Management Select Skills and Qualifications: Ms. Heisz's career in the banking industry, in-depth knowledge of capital markets, and previous public company board experience enhances our Board's ability to effectively oversee financial reporting, enterprise and operational risk management, as well as corporate finance, tax and treasury matters. Ms. Heisz is also an experienced governance professional, having received the National Association of Corporate Directors' Directorship 100 award.

	William J. Link, Ph.D. Age: 70 Director since: 2009	Edwards Board Roles: • Chair of the Compensation and Governance Committee

Other Current Public Company Directorships: • Second Sight Medical Products, Inc., since 2003 – Member of Audit and Nominating and Corporate Governance Committees, and Chair of Compensation Committee • Glaukos Corporation, since 2001 (became a public company in July 2015) – Chairman, and Member of the Compensation, Nominating and Governance Committee Select Business Experience: • Versant Ventures, a venture capital firm investing in early-stage healthcare companies – Managing Director and Co Founder, since 1999 • Brentwood Venture Capital, since 1998 – General Partner • Chiron Vision (acquired by Bausch & Lomb, Inc.), from 1986 to 1997 – Founder, Chairman, and Chief Executive Officer		• American Medical Optics, Inc. (acquired by Allergan, Inc.), from 1978 to 1986 – Founder and President • Before entering the healthcare industry, was an assistant professor in the Department of Surgery at the Indiana University School of Medicine • Earned his bachelor's, master's and doctoral degrees in mechanical engineering from Purdue University Select Skills and Qualifications: Dr. Link's corporate leadership and long history successfully commercializing products in the medical technology industry provide the Board with a valuable perspective in evaluating the prospects of, and risks associated with, existing business operations. In addition, his extensive experience in identifying new business opportunities and his strong technical and engineering background have proven beneficial in assessing the potential for future innovations.

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	Steven R. Loranger Age: 65 Director Since: 2016	Edwards Board Roles: • Compensation and Governance Committee Member

Other Current Public Company Directorships: • Xylem Inc., since 2011 – Member of Audit and Nominating and Governance Committees Other Public Company Directorships in Past Five Years: • FedEx Corporation, until 2014 • Exelis Inc., until May 2013 Select Business Experience: • Xylem Inc., a global water technology provider – Interim CEO and President, from September 2013 until March 2014 • ITT Corporation – Chairman, President, and CEO, from 2004 until October 2011 • Textron, Inc. – Executive Vice President and Chief Operating Officer, from 2002 to 2004		• From 1981 to 2002, held executive positions at Honeywell International Inc. and its predecessor company, AlliedSignal, Inc., including serving as President and Chief Executive Officer of its Engines, Systems and Services businesses • Senior Advisor to the CEO of FlightSafety International and serves on the Boards of the National Air and Space Museum and the Congressional Medal of Honor Foundation • Holds a bachelor's and master's degree in science from the University of Colorado Select Skills and Qualifications: Mr. Loranger is a seasoned executive with global manufacturing and operational experience in highly regulated, high-tech industries. His decades of experience leading large, global innovation-focused corporations with intensive data privacy components is particularly valuable to the Board.

	Martha H. Marsh Age: 68 Director Since: 2015	Edwards Board Roles: • Compensation and Governance Committee Member

Other Current Public Company Directorships: • AMN Healthcare Services, Inc., since 2010 – Chair, Compensation Committee and member of Corporate Governance Committee • Owens & Minor Inc., since 2012 – Chair, Governance and Nominating Committee, member of Compensation Committee and Executive Committee Other Public Company Directorships in Past Five Years: • Thoratec Corporation, until 2015 Select Business Experience: • Stanford Hospital & Clinics – President and Chief Executive Officer, from 2002 until her retirement in 2010		• University of California Davis Medical Center – Chief Executive Officer, from 1999 until 2002 • Received her Bachelor of Arts in History from the University of Rochester, an MBA in accounting and health administration and a master's degree in public health from Columbia University Select Skills and Qualifications: Ms. Marsh's experience of more than 30 years in an increasingly complex and evolving healthcare system as a president and chief executive officer, combined with years of Board experience that includes corporate governance chairmanships, provide a unique perspective as our board considers the execution of our patient-focused innovation strategy.

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	Wesley W. von Schack Age: 72 Director Since: 2010	Edwards Board Roles: • Presiding Director • Audit Committee Member

Other Current Public Company Directorships: • Teledyne Technologies, since 2006 Other Public Company Directorships in Past Five Years: • Bank of New York Mellon Corporation, until 2016 – Former Lead Director and Chair of Executive Committee Select Business Experience: • Energy East Corporation, an energy services company (acquired by Iberdrola S.A. in 2008) – Chairman, President, and Chief Executive Officer, from 1996 until his retirement in 2009 • AEGIS Insurance Services, Inc. – Chairman, since 2006, Chair of Risk Managers Advisory Committee and Director, since 1997 • AEGIS Managing Agency Limited, which manages Syndicate 1225 at Lloyd's of London – Non-executive Director and member of the Audit Committee, since 2006		• Received his Bachelor of Economics from Fordham University, an MBA from St. John's University and a Ph.D. from Pace University Select Skills and Qualifications: Mr. von Schack's experience of more than 30 years in the highly regulated energy industry as both a chief executive officer and a chief financial officer, combined with many years of Board experience and audit and compensation committee chairmanships, enable him to make significant contributions in assessing and managing risks. In addition, the operational and leadership skills developed over his career have provided valuable insights and support to the Board as its Presiding Director.

	Nicholas J. Valeriani Age: 60 Director Since: 2014	Edwards Board Roles: • Compensation and Governance Committee Member

Other Current Public Company Directorships: • Roka Bioscience, Inc., since 2015 – Member of the Compensation Committee • RTI Surgical, Inc., since 2016 Select Business Experience: • Gary and Mary West Health Institute, an independent, nonprofit medical research organization that works to create new, more effective ways of delivering care at lower costs – Chief Executive Officer, from 2012 to 2015 • Johnson & Johnson – Company Group Chairman, Ortho Clinical Diagnostics, from 2009 to 2012 – Member of the Executive Committee – Vice President, Office of Strategy and Growth, from 2007 to 2009 – Served 34 years in key positions, including Worldwide Chairman, Medical Devices and Diagnostics and Corporate Vice President, Human Resources		• Member of the boards of directors of the Gary and Mary West Health Institute and the Gary and Mary West Health Policy Center • Member of the board of directors of AgNovos Healthcare, since 2016 • Served on the boards of directors of the Robert Wood Johnson University Hospital, until 2016, and the Center for Medical Interoperability, until 2015 • Received a bachelor's degree in industrial engineering and an MBA from Rutgers University Select Skills and Qualifications: Mr. Valeriani's 40 years of medical technology industry experience in a large and complex global company and experience directing strategy informs his contribution to the development of our innovation strategy and assessment of future business opportunities. In addition, his background in human resources enables him to contribute valuable insights to the Compensation and Governance Committee.

THE BOARD RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF
THE NOMINEES FOR DIRECTOR

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CORPORATE GOVERNANCE POLICIES AND PRACTICES

Corporate Governance Highlights. The Company and the Board take seriously our commitment to good corporate governance. We believe the regular review of our governance practices with current issues and trends in mind, the discussions we hold with our stockholders and advisers and the practice enhancements we consider as a result, help us to compete more effectively, sustain our successes and build long-term value for our stockholders. Our commitment to good governance practices and accountability to stockholders is described in the following chart.



		WHAT WE DO

		ü		Annual election of directors
		ü		Majority vote standard in uncontested elections, with director resignation policy
		ü		Special stockholders meetings can be called by stockholders owning at least 15% of our outstanding shares
		ü		Proxy access right to permit a stockholder, or a group of up to 30 stockholders, owning at least 3% of our outstanding shares continuously for at least 3 years, to nominate up to the greater of 2 directors or 20% of our Board for inclusion in our proxy statement
		ü		Independent Board, all but our Chief Executive Officer
		ü		Executive session of independent directors held at each Board and committee meeting
		ü		Independent Presiding Director provides strong independent leadership of our Board
		ü		Retirement policy for directors
		ü		Annual Board and committee self-evaluations, and peer reviews
		ü		Nonemployee directors expected to hold net shares upon vesting or exercise of equity awarded after 2011 until Board service ends
		ü		Senior management succession planning considered at each regularly scheduled Board meeting
		ü		Active stockholder engagement
		ü		Robust code of ethics in our Global Business Practice Standards
		ü		Corporate sustainability report
		ü		"Clawback" policy for performance-based compensation
		WHAT WE DON'T DO

		✗ No pledging or hedging of Edwards' securities by directors, executives, employees with a title of "vice president" or above and "insiders" under our insider trading policy
		✗ No stockholder rights plan ("poison pill")
		✗ No supermajority voting provisions in the Company's organizational documents

Active Stockholder Engagement. The Board and management are committed to engaging with Edwards' stockholders. Throughout the year our CEO, CFO and Vice President of Investor Relations meet, by phone and face-to-face, with current and prospective stockholders to discuss Edwards' strategy, business and financial results. Our Corporate Secretary and Investor Relations teams, together with other members of management and, from time to time, our Presiding

Director, engage stockholders to solicit their views and feedback on governance, compensation and other related matters and to discuss the issues that matter most to our stockholders. Stockholder feedback is shared with the Board and its committees, which enhances our governance practices, facilitates future dialogue between stockholders and the Board and provides additional transparency to our stockholders.

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Director Independence. Under the corporate governance rules of the New York Stock Exchange ("NYSE"), a majority of the members of the Board must satisfy the NYSE criteria for independence. No director qualifies as independent unless the Board affirmatively determines that the director has no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company). The Board has determined that each of Mr. Cardis, Mr. Gallahue, Ms. Heisz, Dr. Link, Mr. Loranger, Ms. Marsh, Mr. Valeriani and Mr. von Schack is independent under the NYSE rules. Mr. Mussallem is not independent as a result of his position as our Chief Executive Officer. The Board has also determined that Dr. McNeil, who retired from the Board in 2016, was independent during her Board service.

Corporate Governance Guidelines. Our Board has adopted a set of Corporate Governance Guidelines (the "Governance Guidelines") to assist the Board and its committees in performing their duties and serving the best interests of the Company and its stockholders. The Governance Guidelines cover topics including, but not limited to, director selection and qualification, director responsibilities and operation of the Board, director access to management and independent advisors, director compensation, director orientation and continuing education, succession planning, recoupment of performance-based compensation and the annual evaluations of the Board. The Governance Guidelines are available on our website at www.edwards.com under "Investors—Corporate Governance."

Board Leadership Structure. Our Chief Executive Officer also serves as the Chairman of the Board. This leadership structure has been in place since we first became a public company in 2000. This approach is commonly used by other public companies in the United States, and our Board believes it has been effective for our Company as well. Under this model, the Company has experienced strong financial and operational growth over its 17 years as a public company, most recently providing a cumulative total return of 165% to stockholders from 2011 to 2016. We have a single leader, and our Chairman and Chief Executive Officer is seen by customers, business partners, investors and others as providing strong leadership for the Company in the communities we serve and in our industry. Our Board believes that combining the roles of Chairman and Chief Executive

Officer has fostered a more constructive and cooperative relationship between the Board and management, and that their communications are more open and effective than they would be under a different structure. Our Board also believes that, given its size and constructive working relationships, changing the existing structure would not improve the Board's performance. The directors bring a broad range of leadership experience to the boardroom and regularly contribute to the thoughtful discussion involved in overseeing the affairs of the Company. All directors are well-engaged in their responsibilities, express their views, and are open to the opinions expressed by other directors.

Our Board believes that it is important to have an active, engaged and independent Board. Our Governance Guidelines provide that a substantial majority of our Board and all of the members of our Audit Committee and Compensation Committee will be independent under the applicable rules of the NYSE. All members of our Board, other than the Chairman, are independent. In order to assure that the independent directors are not inappropriately influenced by management, the non-management members of the Board meet in executive session, without management, in conjunction with each regularly scheduled meeting of the Board and each committee, and otherwise as deemed necessary. These executive sessions allow directors to speak candidly on any matter of interest, without the CEO or other members of management present. Our Governance Guidelines provide that if our Chairman is not independent, our independent directors shall annually select an independent director to serve as Presiding Director. Mr. von Schack is currently designated as the Presiding Director and, as such, he presides at the executive sessions of the Board. In discharging his responsibilities under our Governance Guidelines, Mr. von Schack serves as a liaison between the independent members of the Board and the Chairman and other members of management, providing feedback to management from the Board's executive sessions, and coordinating the activities of the independent directors, including calling meetings of the independent directors as necessary and appropriate to address their responsibilities. He also provides advice and counsel to the Chairman, and consults and directly communicates with major stockholders, as appropriate, including participation in the Company's stockholder outreach efforts.

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Board Role in Risk Oversight. Effective risk oversight is an important priority of the Board. Its role includes understanding the critical risks in the business, allocating the responsibilities for risk oversight among the full Board and its committees, evaluating the Company's risk management processes and facilitating open communication between management and the directors.

While the Board oversees risk management, the Company's management is charged with managing risk and bringing to the Board's attention the most material risks. We have robust internal processes that facilitate the identification and management of risks and assure regular communication with the Board and the Audit Committee.

The Board implements its risk oversight function both as a whole and through delegation to its committees. Both committees play significant roles in carrying out the risk oversight function.

The Audit Committee oversees risks related to the financial statements, the financial reporting process and accounting matters. It also regularly reviews Edwards' risk management processes and enterprise-wide risk management, focusing primarily on manufacturing processes and supplier quality, product development processes and systems, continuity of our operations and regulatory compliance issues. The Audit Committee also regularly reviews treasury risks (insurance, credit, debt, currency risk and hedging programs), legal and compliance risks, information technology infrastructure and cyber-security risk, and other risk management functions. In addition, the Audit Committee considers risks to the Company's reputation and related to the maintenance of a confidential anonymous reporting hotline for ethical and compliance issues. The Audit Committee periodically receives reports on, and discusses, the risk management process and reviews significant risks and exposures identified by management, the internal auditors or the independent public accountants.

The Compensation Committee considers risks related to succession planning, the attraction and retention of talent and risks relating to the design of compensation programs and arrangements. As part of its normal review of these risks, the Compensation Committee considers the Company's compensation policies and practices to determine if their structure or implementation provides incentives to employees to take unnecessary or inappropriate risks that could have a material adverse effect on the Company. The Compensation Committee also reviews compensation

and benefits plans affecting employees, in addition to those applicable to executive officers. The Compensation Committee has determined that the implementation and structure of the compensation policies and practices do not encourage unnecessary and inappropriate risks that could have a material adverse effect on the Company. The Compensation Committee further determined that the Company's compensation programs and practices appropriately encourage employees to maintain a strong balance sheet, improve operating performance and create value for stockholders, without encouraging unreasonable or unrestricted risks. In making these determinations, the Compensation Committee considered the views of the Company's compensation staff, legal counsel and internal audit team, as well as its Compensation Consultant. In addition, the Compensation Committee oversees risks associated with the Company's political activities and expenditures, as well as its sustainability practices.

The full Board considers strategic risks and opportunities and regularly receives reports from the committees regarding risk oversight in their areas of responsibility. Our Board believes that the processes it has established for overseeing risk would be effective under a variety of leadership frameworks and therefore do not materially affect its choice of leadership structure as described under "Board Leadership Structure" above.

Meetings of the Board. During the year ended December 31, 2016, the Board held seven meetings. Each director attended at least 75% of the total of all meetings of the Board and any applicable committee held during the period of his or her tenure in 2016.

The Company encourages, but does not require, its directors to attend annual meetings of stockholders. All of our then-current directors attended the 2016 annual meeting.

Board Composition. Our Board currently has fixed the number of directors at nine, one of whom (Mr. Cardis) is scheduled to retire on the date of the Annual Meeting.

Excluding Mr. Cardis, the ages of our directors range from 53 to 72, with an average age of 63.5. Director lengths of service on our Board range from eight months to 17 years, with an average tenure of approximately 5 years. None of our directors serves on the boards of directors of more than two other public companies.

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Committees of the Board. To facilitate independent director review, and to make the most effective use of the directors' time and capabilities, we have established the Audit Committee and the Compensation and Governance Committee. The Board is permitted to establish other committees from time to time as it deems appropriate.

Audit Committee



		Audit Committee Membership
		John T. Cardis, Chair Kieran T. Gallahue Leslie S. Heisz Wesley W. von Schack

•: Ms. Heisz was appointed to the Audit Committee in July 2016.
•: Each member is "independent," "financially literate," and an "audit committee financial expert" under applicable rules of the NYSE and the SEC.
•: The Audit Committee held nine meetings in 2016.
•: The responsibilities of the Audit Committee are included in its written charter, which is posted on our website at www.edwards.com under "Investors—Corporate Governance."

As described more fully in the Audit Committee charter, the primary purpose of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities relating to the integrity of the Company's financial statements; compliance with legal and regulatory requirements; adherence to policies regarding ethics and business practices; and monitoring the independent registered public accounting firm's qualifications, performance and independence; the performance of the Company's internal audit function; the Company's investment and hedging activities; and enterprise-wide risk management practices. Management is responsible for the preparation, presentation, and integrity of the Company's financial statements, as well as adoption of accounting and financial reporting principles and internal controls, and procedures designed to reasonably assure compliance with accounting standards, applicable laws and regulations. The Company has a full-time internal audit function that reports to the Audit Committee and to the CFO, and is responsible for, among other things,

objectively reviewing and evaluating the adequacy, effectiveness and quality of the Company's system of internal controls. The Company also has a Chief Responsibility Officer who manages the Company's ethics and compliance programs and information security reporting to the Audit Committee and the CEO. The Chief Responsibility Officer also manages the Company's sustainability program, which is overseen by the Compensation Committee.

The Audit Committee appoints, retains, terminates, determines compensation for; and oversees the independent registered public accounting firm, reviews the scope of the audit by the independent registered public accounting firm and inquires into the effectiveness of the Company's accounting and internal control functions. The Audit Committee also assists the Board in establishing and monitoring ethics and compliance with the Global Business Practice Standards of the Company. The Company's Global Business Practice Standards are posted on our website at www.edwards.com under "About Us—Corporate Responsibility." The Audit Committee also reviews, with the Company's management and the independent registered public accounting firm, the Company's policies and procedures with respect to risk assessment and risk management and reviews and approves any related party transactions, as described under "Other Matters and Business—Related Party Transactions" below.

The Audit Committee organizes its activities at each meeting through the use of a periodic agenda, incorporating additional agenda items as suggested by Audit Committee members or to address current Company activities. At each regularly scheduled meeting, the Audit Committee receives reports from the senior members of the Company's financial management team and the Chief Responsibility Officer. Additionally, the Audit Committee meets in executive session at each of its regularly scheduled meetings with the Company's independent registered public accounting firm and, periodically, with the Vice President of Internal Audit, the Company's Chief Financial Officer, the Company's Chief Responsibility Officer, and the Company's General Counsel, in addition to executive sessions without any others present.

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Compensation and Governance Committee



		Compensation and Governance Committee Membership
		William J. Link, Ph.D. Steven R. Loranger Martha H. Marsh Nicholas J. Valeriani

•: Mr. Loranger and Ms. Marsh were appointed to the Compensation Committee in May 2016.
•: Dr. McNeil retired in May 2016.
•: Each member is "independent" under the rules of the NYSE, a "nonemployee director" under Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and an "outside director" as defined in Treasury Regulation § 1.162-27(3).
•: The Compensation Committee held five meetings in 2016.
•: The responsibilities of the Compensation Committee are included in its written charter, which is posted on our website at www.edwards.com under "Investors—Corporate Governance."

The Compensation Committee determines the compensation of executive officers and recommends to the Board the compensation of outside directors, exercises the authority of the Board concerning employee benefit plans, advises the Board on other compensation and employee benefit matters and approves the compensation clawback policy applicable to our executive officers. The Compensation Committee may, and has, delegated authority to the CEO to grant rights in, or options to purchase, shares of the Company's common stock to eligible employees who are not executive officers, and oversees the evaluation of the Board and executive officers.

In 2016, the Compensation Committee retained the services of Semler Brossy Consulting Group as its independent compensation Consultant ("Compensation Consultant"). See "Compensation Discussion and Analysis—Independent Compensation Consultant" for additional information regarding the Compensation Committee's engagement of its Compensation Consultant.

The Compensation Committee also advises the Board on board committee structure and membership and corporate governance matters. It evaluates the

governance environment, receives feedback from management interactions with stockholders, and reviews and recommends to the full Board governance enhancements that are in the best interest of the Company and its stockholders.

In addition, the Compensation Committee makes recommendations to the Board regarding candidates for election as directors of the Company and is otherwise responsible for matters relating to the nomination of directors. The Compensation Committee maintains formal criteria for selecting director nominees who will best serve the interests of the Company and its stockholders. These criteria are described in more detail below under "Board Criteria and Diversity Policy." In addition to these requirements, the Compensation Committee also evaluates whether the candidate's skills and experience are complementary to the existing Board members' skills and experience, as well as the need of the Board for operational, management, financial, international, technological or other expertise. Some or all of the members of the Compensation Committee interview candidates that meet the criteria and the Compensation Committee selects nominees that it believes best suit the needs of the Board.

Since 2014, the Board has embarked upon a thoughtful and deliberate process of Board refreshment, resulting in the election of five new directors. This process has involved participation of all directors to take advantage of their broad range of expertise and experience as part of the decision-making process.

From time to time, the Compensation Committee may engage the services of an executive search firm to assist in identifying and evaluating candidates for the Board. The Compensation Committee will consider qualified candidates for director nominees suggested by the Company's stockholders. Stockholders can suggest qualified candidates for director nominees by writing to the Secretary of the Company at One Edwards Way, Irvine, California 92614. Submissions received that meet the criteria described below are forwarded to the Compensation Committee for further review and consideration. The Compensation Committee does not intend to evaluate candidates proposed by stockholders any differently than other candidates.

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The Compensation Committee also oversees Edwards' political activities, including the periodic review of its policy on political expenditures and its payments that may be used for political purposes, and confirms that political expenditures from corporate funds are consistent with the policy. In addition, the Compensation Committee reviews and oversees Edwards' principles, programs and practices on sustainability topics, including environmental and social affairs. Reports concerning political activities and sustainability efforts and metrics are presented periodically to the Compensation Committee.

Board Criteria and Diversity Policy. The Compensation Committee is responsible for identifying, evaluating and recommending to the Board individuals qualified to be directors of the Company. The Compensation Committee's charter sets forth the membership criteria against which potential director candidates are evaluated. These written membership criteria state that the Company "seeks a board with diversity of background among its members, including diversity of experience, gender, race, ethnic or national origin, and age." In performing this responsibility, the Compensation Committee considers women and minority candidates consistent with the membership criteria and the Company's non-discrimination policies. The Compensation Committee also considers fundamental qualities of intelligence, honesty, perceptiveness, good judgment, maturity, high ethics and standards, integrity, fairness and responsibility; a background that demonstrates an understanding of business and financial affairs and the complexities of a large, multifaceted, global business, governmental or educational organization; and the ability to hold independent opinions and express them in a constructive manner. Of equal importance, the Compensation Committee and the Board seek individuals who are compatible and able to work well with other directors and executives. The satisfaction of these criteria is implemented and assessed through ongoing consideration of directors and potential nominees by the Compensation Committee and the Board, with a discussion of Board succession planning held at regularly scheduled meetings of the Board and certain specially called meetings. These discussions have included reviews of current director skills against an established skills matrix and consideration of each director's retirement horizon, as well as the Board's self-evaluation and peer evaluation processes, as described below under "Board Evaluations." Based upon these activities and its review of the current composition of the Board, the Compensation Committee and the Board believe that the nominating criteria have been satisfied. As a result, the members of the Board represent diverse backgrounds and experience in many areas, including financial, industrial, entrepreneurial, and international.

Board Evaluations. The Board conducts an annual self-evaluation every July or August, soliciting each director's views on, among other things, Board and committee performance and effectiveness, size, composition, agenda, processes and schedule. In addition, the directors conduct annual peer evaluations specifically to seek feedback on directors' personal interactions and skills. Our Board views the self- and peer-evaluation processes as an integral part of its commitment to cultivating excellence and best practices in its performance.

Board Retirement Policy. As set forth in the Governance Guidelines, the Board has adopted a retirement policy that no director shall stand for election to the Board after reaching the age of 75.

Succession Planning. Our Board is actively engaged and involved in talent management to identify and cultivate our future leaders. At every Board meeting, directors discuss the Company's leadership and talent development. Our directors also have an opportunity to meet with Company leaders, including executive officers, business group leaders and functional leaders through regular reports to the Board from senior management, technology showcases and meals with management. In addition, Board members have freedom of access to all employees, and have made site visits to meet local management.

We maintain a robust mid-year and annual performance review process for our employees, as well as a leadership development program that cultivates leadership principles in our future leaders. Management develops leadership at lower levels of the organization by identifying key talent and exposing them to the skills and capabilities that will allow these individuals to become future leaders.

Sustainability Report. Edwards' Sustainability Report discusses programs and practices we have in place to 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. Recently, we completed and published online our 2015 Sustainability Report. We conducted a comprehensive materiality assessment through engagement with internal and external stakeholders that identified the sustainability topics that matter most for the Company. Sustainability targets were set that align with our five Corporate Aspirations. And, we published our Sustainability Metrics at-a-Glance to provide a snapshot of our environmental, social responsibility and governance data from 2015 and 2014. Our Sustainability Report is posted on our website at www.edwards.com under "About Us—Corporate Responsibility."

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BOARD OF DIRECTORS MATTERS

Communications with the Board. Any interested party who desires to contact any member of the Board, including the Presiding Director or the non-management members of the Board as a group, may write to any member or members of the Board at: Board of Directors, c/o Secretary, Edwards Lifesciences Corporation, One Edwards Way, Irvine,

California 92614. Communications will be received by the Secretary of the Company and, after initial review and determination of the nature and appropriateness of such communications, will be distributed to the appropriate members of the Board depending on the facts and circumstances described in the communication.

DIRECTOR COMPENSATION

Director Compensation Table – 2016

The following table presents the 2016 compensation paid or awarded to each individual who served as a nonemployee director at any time during 2016. The compensation paid to Mr. Mussallem is presented in the "Executive Compensation" disclosures beginning on page 40. Mr. Mussallem does not receive additional compensation for his service as a director.


Name	Fees Earned or Paid in Cash ($)(1)			Stock Awards ($)(2)		Option Awards ($)(2)		Total ($)
Mr. Cardis		$	90,000	$	199,904	—		$	289,904
Mr. Gallahue		10,000		259,947		—		269,947
Ms. Heisz(3)		50,000		—		$	200,014	250,014
Dr. Link		23,000		259,947		—		282,947
Mr. Loranger(4)		66,668		199,904		200,002		466,574
Ms. Marsh		60,000		199,904		—		259,904
Dr. McNeil(5)		6,000		—		—		6,000
Mr. von Schack		34,000		259,947		—		293,947
Mr. Valeriani		65,000		199,904		—		264,904

(1): Consists of annual retainer fees and meeting fees for service as a director and a member of Board committees. Please see the "Retainers and Fees" section below. Excludes retainer fees deferred into stock-based awards, as described in footnote 2 below.
(2): Includes annual retainer fee converted into a stock award or option award, as the case may be, under the Nonemployee Directors Program (as defined below).

Amounts disclosed in these columns reflect the aggregate grant-date fair value of the stock award or option award, as applicable, granted to our nonemployee directors during 2016 as determined under the principles used to calculate the grant-date fair value of equity awards for purposes of our financial statements in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. For a discussion of the assumptions and methodologies used to value the awards reported in these columns, please see the discussion of stock awards and option awards contained in Note 13 of the "Notes to Consolidated Financial Statements" in the 2016 Annual Report.

Please see the information under "Nonemployee Directors Stock Incentive Program" and "Outstanding Nonemployee Director Equity Awards" below for the grant-date fair value of each stock and option award granted to our nonemployee directors in 2016 as well as the stock and option awards held by each nonemployee director at the end of 2016.

(3): Ms. Heisz joined the Board on July 5, 2016.
(4): Mr. Loranger joined the Board on March 17, 2016.
(5): Dr. McNeil retired from the Board on May 12, 2016 in accordance with the Company's director retirement policy.

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BOARD OF DIRECTORS MATTERS

Retainers and Fees. Nonemployee directors received the following retainers and fees in 2016.



		Nonemployee Director Retainers and Fees
		Annual Retainer
		Nonemployee Director		$60,000
		Presiding Director		$25,000
		Audit Committee Chair		$20,000
		Compensation Committee Chair		$18,000
		Fees per Committee Meeting Attended		$1,000

In 2016, the annual retainer paid to each nonemployee director was increased from $40,000 to $60,000. A director may elect to receive stock options or restricted shares in lieu of the annual cash retainers as described in "Deferral Election Program" below. Retainers are paid in advance, and fees are paid in arrears. Directors beginning service during the year receive a prorated amount of the retainer.

Nonemployee Directors Stock Incentive Program. In order to align the nonemployee directors' interests more closely with the interests of our stockholders, we have implemented our Nonemployee Directors Stock Incentive Program (the "Nonemployee Directors Program"), pursuant to which each nonemployee director receives an annual grant of options for up to 40,000 shares of our common stock, or restricted stock units ("RSUs") for up to 16,000 shares of our common stock, or a combination of options and RSUs with a maximum grant date value of approximately $200,000. The Compensation Committee recommends to the Board for its approval the actual amount and type of award for each year.

The annual equity award is granted on the day after our annual meeting. The option exercise price is the closing price of our common stock on the grant date. Options are valued as of the grant date using the Black-Scholes valuation model, and the RSUs are valued at the fair market value of the common stock on the grant date.

On May 13, 2016, each nonemployee director who was serving on that date received 1,941 RSUs as an annual grant (the grant-date fair value of such award was $199,904, determined as noted in footnote (2) to the table above).

These RSUs vest 100% upon the earlier of the completion of one year of service on the Board measured from the grant date, or the date of the next annual meeting, subject to earlier vesting in the event of the nonemployee director's death or disability. Once the RSUs vest, the shares must be held until the nonemployee director no longer serves on the Board.

In addition to the annual equity award described above, upon a nonemployee director's initial election to the Board, the director receives a grant of the number of RSUs or stock options determined by dividing $200,000 by the fair value of a share on the grant date for RSUs, or the fair value of an option on the grant date, estimated using the Black-Scholes valuation model, and in either case rounding up to the nearest whole share, provided that in no event shall such number exceed twenty thousand (20,000) shares. In 2016, initial equity awards were made in options that vest one-third each year over three years from the grant date, subject to the nonemployee director's continued service on the Board, and subject to earlier vesting in the event of the nonemployee director's death or disability. The exercise price of an option is the closing price of our common stock on the date of the award. With respect to initial stock option awards granted after May 14, 2013, the shares of our common stock issued upon exercise of the options must be held until the nonemployee director no longer serves on the Board. On May 12, 2016, Mr. Loranger received an initial equity award of 6,599 stock options and on July 14, 2016, Ms. Heisz received an initial equity award of 6,557 stock options (the grant-date fair values of such awards were $200,002 and $200,014, respectively, determined as noted in footnote (2) to the table above).

Deferral Election Program. In lieu of all or part of a nonemployee director's annual cash retainer, the director may elect to receive either stock options or restricted shares under the Nonemployee Directors Program. If a director makes a timely election to receive stock options, such options are granted on the date the cash retainer would otherwise have been paid, and the number of shares subject to the option is equal to four times the number of shares that could have been purchased on the grant date with the amount of the director's cash retainer that was foregone to receive the award. The options are exercisable and vested in full on the grant date, and the exercise price per share is the fair market value of the common stock on the grant date. If a director makes a timely election to receive a restricted share award, the shares are granted on the date the cash retainer would otherwise have been paid, and the number of shares granted is equal to the portion of the cash retainer to be paid in the form of restricted shares divided by the fair market value per share of the common stock on the grant date. The restrictions on the restricted shares lapse upon the earlier of (1) the one-year anniversary of the grant date or (2) the date of the next regular annual meeting of

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BOARD OF DIRECTORS MATTERS

stockholders at which members of the Board are to be elected.

On May 13, 2016, Messrs. Gallahue and von Schack and Dr. Link each received a grant of 583 restricted shares in lieu of his annual cash retainer (the grant-date fair value of each such award was $60,043, determined as noted in footnote (2) to the table above).

Directors' Stock Ownership Guidelines and Holding Requirement. Under the stock ownership guidelines, each nonemployee director is expected to own shares of our common stock equal to $360,000. This amount equals six (6) times the annual cash retainer received by each nonemployee director. Stock that is counted toward meeting the guideline includes any shares owned outright, restricted stock, RSUs and

25% of the value of vested, in-the-money stock options. Upon vesting or exercise of equity awarded after 2011, each director is required to hold the underlying common stock (net of any shares sold to cover the exercise price and applicable taxes) until the director's Board service ends. The holding requirement does not apply to equity awards directors elect to receive in lieu of their cash retainers.

Expense Reimbursement Policy. Directors are reimbursed for travel expenses related to their attendance at Board and committee meetings as well as for the costs of attending director continuing education programs.

The Board may change compensation arrangements for nonemployee directors from time to time.

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BOARD OF DIRECTORS MATTERS

Outstanding Nonemployee Director Equity Awards

The following table sets forth, as of December 31, 2016, the stock options and unvested stock awards (RSUs and restricted shares) held by each nonemployee director who served on the Board in 2016.


		Option Awards						Stock Awards

Name	Grant Date	Exercise Price ($)	Unvested Option Awards (#)			Option Awards Vested and Outstanding (#)(2)		Stock Awards Not Vested (#)
Mr. Cardis	05/13/2016	—		—			—		1,941

Total		—		—			—		1,941



Mr. Gallahue	02/19/2015	$66.860		7,168	(1)		3,584		—
	05/13/2016	—		—			—		1,941
	05/13/2016	—		—			—		583	(2)

Total		—		—			3,584		2,524



Ms. Heisz	07/14/2016	$107.030		6,557	(1)		—		—

Total		—		—			—		—



Dr. Link	05/13/2016	—		—			—		1,941
	05/13/2016	—		—			—		583	(2)

Total		—		—			—		2,524



Mr. Loranger	05/12/2016	$105.590		6,599	(1)		—		—
	05/13/2016	—		—			—		1,941

Total		—		—			—		1,941



Ms. Marsh	11/19/2015	$77.965		6,384	(1)		3,190		—
	05/13/2016	—		—			—		1,941

Total		—		—			3,190		1,941



Dr. McNeil	05/13/2011	$44.125		—			3,628		—

Total							3,628		—



Mr. von Schack	05/13/2016	—		—			—		1,941
	05/13/2016	—		—			—		583	(2)

Total		—		—			—		2,524



Mr. Valeriani	11/13/2014	$62.275		3,846	(1)		7,690		—
	05/13/2016	—		—			—		1,941

Total		—		—			7,690		1,941

(1): Initial stock option awards vest one-third annually on the anniversary of the grant date, subject to the nonemployee director's continued service on the Board.
(2): Annual retainer fees deferred into restricted shares under the deferral election program vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the date of the next regular annual meeting of stockholders at which members of the Board are to be elected.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of the Company's common stock as of February 28, 2017 by each stockholder known by the Company to own beneficially more than 5% of the common stock. Percent of beneficial ownership is based upon 211,246,603 shares of the Company's common stock outstanding as of February 28, 2017.


Principal Stockholder Name and Address	Total Shares Beneficially Owned		Percentage of Class
The Vanguard Group(1)		19,835,943		9.27%
100 Vanguard Blvd. Malvern, PA 19355
BlackRock, Inc.(2)		13,913,553		6.5%
55 East 52nd Street New York, NY 10055

(1): Based solely on information contained in the Schedule 13G/A filed with the SEC by The Vanguard Group, on its own behalf, on February 9, 2017. The Schedule 13G/A indicates The Vanguard Group has sole voting power for 331,913 shares, shared voting power for 37,628 shares, sole dispositive power for 19,469,694 shares and shared dispositive power for 366,249 shares.
(2): Based solely on information contained in the Schedule 13G/A filed with the SEC by BlackRock, Inc. on its own behalf, on January 24, 2017. The Schedule 13G/A indicates BlackRock, Inc. has sole voting power for 11,931,618 shares and sole dispositive power for 13,913,553 shares.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of the Company's common stock as of February 28, 2017 by (i) each of the NEOs (as defined below); (ii) each of our directors; and (iii) all of our directors and executive officers as a group. Percent of beneficial ownership is based upon 211,246,603 shares of the Company's common stock outstanding as of February 28, 2017.

The number of shares subject to options that each beneficial owner has the right to acquire on or before April 29, 2017, and RSUs with restrictions that will lapse prior to that date, are listed separately under the column "RSUs and Shares Underlying Options." These shares are not deemed exercisable for purposes of computing the beneficial ownership of any other person. Unless otherwise indicated, we believe that the stockholders listed have sole voting and investment power with respect to all shares, subject to applicable community property laws.


Named Executive Officers, Executive Officers and Directors:	Outstanding Shares Beneficially Owned		RSUs and Shares Underlying Options		Total Shares Beneficially Owned		Percentage of Class
Mr. Mussallem		800,232		1,872,435		2,672,667		1.27%
Mr. Ullem		42,312		182,626		224,938		*
Mr. Bobo		76,657		329,890		406,547		*
Ms. Szyman		17,903		8,764		26,667		*
Mr. Wood		92,689		201,450		294,139		*
Mr. Cardis		91,458		—		91,458		*
Mr. Gallahue		9,625		7,168		16,793		*
Ms. Heisz		—		—		—		*
Dr. Link		48,033		—		48,033		*
Mr. Loranger		5,000		—		5,000		*
Ms. Marsh		—		3,190		3,190		*
Mr. von Schack		38,365		—		38,365		*
Mr. Valeriani		3,042		7,690		10,732		*
All directors and executive officers as a group (16 persons)		1,420,540		3,085,713		4,506,253		2.13%

*: Less than 1%

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EXECUTIVE COMPENSATION AND OTHER INFORMATION

EXECUTIVE OFFICERS

Set forth below is the biographical information regarding our current executive officers, other than Mr. Mussallem, whose biographical information is set forth under "Proposal 1—Election of Directors—Director Nominees" above. None of the executive officers has any family relationship with any other executive officer or any of our directors.



		Donald E. Bobo, Jr., age 55. Mr. Bobo has been Corporate Vice President since 2007 and is currently responsible for Edwards' corporate strategy and corporate development functions. In addition, Mr. Bobo has executive responsibility for the transcatheter mitral and tricuspid therapies organization and heart failure initiatives, as well as the healthcare solutions and commercial services team. Mr. Bobo has more than 30 years of experience in the medical products and healthcare industry including various operating roles at Edwards such as vice president and general manager of the global heart valve therapy business and global valve manufacturing operations. Prior to joining Edwards in 1995, Mr. Bobo held a variety of roles with increasing levels of responsibility with American Hospital Supply and Baxter Healthcare Corporation, including research and development, business development, operations and general management. Currently, Mr. Bobo serves on the board of Innerspace Neuro Solutions Inc. and as Vice Chair of the board of the California Life Sciences Association. He received a bachelor's degree in mathematics from Bob Jones University, and a master's degree in engineering from the University of Southern California.


		Catherine M. Szyman, age 50. Ms. Szyman has been Corporate Vice President, Critical Care since January 2015. Prior to 2015, she was employed for more than 20 years at Medtronic, Inc., where she served as its Senior Vice President and President of Medtronic's global diabetes business from 2009 to 2014, overseeing research, development, operations, sales and marketing for Medtronic's insulin infusion pumps and continuous glucose monitoring systems. Prior to that, she held a variety of leadership roles at Medtronic, including Senior Vice President of Global Channel Management and Corporate Strategy and Business Development, Vice President and General Manager of Endovascular Innovations and Vice President of Finance for the Vascular Business. Ms. Szyman previously served on the boards of Tornier, Inspire Medical Systems, and the California Healthcare Institute. She graduated from the University of St. Thomas, and earned her MBA from Harvard Business School.


		Scott B. Ullem, age 50. Mr. Ullem became Corporate Vice President, Chief Financial Officer in January 2014. Prior to joining Edwards, he served from May 2010 to December 2013 as Chief Financial Officer of Bemis Company Inc., a publicly traded global supplier of packaging and pressure sensitive materials used in leading food, consumer and healthcare products. Mr. Ullem also had leadership responsibility for one of Bemis' three business segments and the company's information technology function. Before joining Bemis, Mr. Ullem spent 17 years in investment banking, serving as Managing Director at Goldman Sachs and later for Bank of America. He serves on the Board of Directors of Berry Plastics Group, Inc. and is a Henry Crown Fellow at the Aspen Institute. Mr. Ullem earned a bachelor's degree in political science from DePauw University and an MBA from Harvard Business School.

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EXECUTIVE OFFICERS


		Patrick B. Verguet, age 59. Mr. Verguet has been Corporate Vice President, Europe, Middle East and Africa since 2004, with responsibility for operations in Canada and Latin America since 2010 and 2012, respectively. Mr. Verguet has more than 30 years of medical device experience beginning with Travenol in France and continuing in various positions with Edwards (or Baxter Healthcare Corporation) including Vice President of Sales, Europe; Global Business Director for hemofiltration; Business Unit/Country Manager for Edwards' operations in Western Europe; General Manager of Edwards' Research Medical operations in Utah; and Vice President and General Manager of the Cardiac Surgery Systems business. Mr. Verguet holds a doctorate in Pharmacy from the University of Besançon.


		Huimin Wang, M.D., age 60. Dr. Wang has been Corporate Vice President, Japan, Asia and Pacific since 2010. From 2004 to 2010, he served as Corporate Vice President, Japan and Intercontinental Regions and was Corporate Vice President, Japan from 2000 to 2004. Previously, he served in a number of roles with Baxter Healthcare Corporation, including Senior Manager of Strategy Development, Director of Product/Therapy for the Renal Division in Japan, President of Medical Systems and Devices in Japan, and was a representative director of Baxter Limited, a Japan corporation, through September 2002. Before joining Baxter, Dr. Wang was a senior associate with Booz, Allen & Hamilton in Chicago, Vice President of Integrated Strategies, a consulting and venture management firm he co-founded, and an associate with McKinsey & Company. Dr. Wang is a Visiting Associate Professor of anesthesiology at Keio University. Dr. Wang earned his Doctor of Medicine degree from Kagoshima University in Japan and was a Resident and Staff Physician in anesthesiology at Keio University Hospital in Tokyo. He earned his MBA from the University of Chicago.


		Larry L. Wood, age 51. Mr. Wood has been Corporate Vice President, Transcatheter Heart Valves since 2007, and is responsible for Edwards' key initiatives in transcatheter heart valve replacement around the globe, including research and development, operations, marketing, commercial clinical and regulatory initiatives. Most recently prior to his current role, from March 2004 to February 2007, he served as Vice President and General Manager, Percutaneous Valve Interventions. Mr. Wood has more than 30 years of experience in the medical technology industry at both Edwards and Baxter Healthcare Corporation in positions including manufacturing management, regulatory affairs and strategic and clinical marketing, primarily for the surgical heart valve therapy business. Mr. Wood holds an MBA from Pepperdine University.


		Bernard J. Zovighian, age 49. Mr. Zovighian has been Corporate Vice President, Surgical Heart Valve Therapy since January 2016. He joined Edwards in January 2015 as Vice President and General Manager for the surgical heart valve business. Prior to joining Edwards, Mr. Zovighian held a variety of roles with increasing levels of responsibility at Johnson & Johnson for nearly 20 years, including Worldwide President of Advanced Sterilization Products from 2011 to 2014, and President of JJMP, Johnson & Johnson's medical technology business in Canada, from 2006 to 2011. Mr. Zovighian has extensive senior leadership experience in the medical device industry in Europe and North America. He has held roles of increasing responsibility in sales, marketing, business development, general management and commercial introduction and adoption of disruptive technology that has elevated the standard of care. Mr. Zovighian holds a master's degree in biomedical engineering from University of Marseille and an executive MBA from Euromed Management.

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EXECUTIVE COMPENSATION AND OTHER INFORMATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes and provides disclosure about the objectives and policies underlying our executive compensation programs.

Executive Summary

Edwards is the global leader in patient-focused medical innovations for structural heart disease, as well as critical care and surgical monitoring. Driven by a passion to help patients, we collaborate with the world's leading clinicians and researchers to address unmet healthcare needs, working to improve patient outcomes and enhance lives.

Pay for Performance Philosophy. The Compensation Committee strives to create a pay-for-performance culture and strongly believes that executive compensation should be tied not only to performance but also directly to the successful implementation of our corporate strategy.

We embrace a corporate strategy that puts patients first and creates value with therapies that transform care. We execute our strategy by focusing on the right thing for patients, identifying unmet clinical needs and developing breakthrough therapies, doing so in a way that establishes trusted relationships with our stakeholders. As a direct result of our strategy, we have introduced new therapies such as transcatheter aortic valve replacement, rapid-deployment surgical heart valves and noninvasive advanced hemodynamic monitoring, all while achieving our stated financial and operating objectives, and strengthening our leadership positions. Managing our business well in a challenging, highly regulated, dynamic environment requires talented and energetic leaders who champion our strategy and deliver on our commitments.

Our executive compensation programs are designed to emphasize performance-based compensation, reward financial performance and the implementation of our corporate strategy, and align the financial interests of our executives with those of our stockholders.


Edwards' 2016 Comparator Group
Becton, Dickinson and Company		Intuitive Surgical, Inc.
Boston Scientific Corporation		PerkinElmer, Inc.
C. R. Bard, Inc.		ResMed Inc.
The Cooper Companies, Inc.		St. Jude Medical, Inc.
DENTSPLY International, Inc.		Stryker Corporation
Hologic, Inc.		Varian Medical Systems, Inc.
Illumina, Inc.		Zimmer Biomet Holdings, Inc.
Integra Lifesciences Holdings Corporation


Element of Compensation	Why We Pay this Element	Compensation Committee's Evaluation Criteria
Base Salary	• Provides fixed compensation component payable in cash • Provides a certain level of security and continuity from year to year • Helps attract and retain qualified executives	• In addition to competitive data, the executive's responsibilities, tenure, prior experience and expertise, individual performance, future potential and internal equity are considered
Annual Cash Incentive Payment (see "Annual Cash Incentive Payment" section below)	• Provides variable compensation component payable in cash to motivate and reward executives for performance against annually established corporate financial measures, operating and strategic goals and individual objectives • Recognizes executives based on their individual contributions • Is performance-based and not guaranteed	• Incentive plan funding is determined by multiplying: Financial Measurement Achievement (based on revenue growth, net income and free cash flow targets set at the beginning of the year) X KOD Achievement (based on strategic, corporate and business unit objectives determined at the beginning of the year) X Individual Performance Objective Achievement (determined at the beginning of the year) Up to a maximum of 200% of pre-established Incentive Pay Objective
Long-Term Incentive Awards • 55% Stock Options • 20% RSUs • 25% PBRSUs	• Enhances our stockholder value by aligning executives' interests directly with those of stockholders; provides executives with an incentive to manage the Company from the perspective of an owner • Stock options tie executive pay directly to stockholder value creation over the long term, promote executive retention, and are consistent with our focus on top-line growth, innovation and our longer-term investment horizon and product pipeline • RSUs promote stability and retention of our executives over the long term • PBRSUs are measured against relative TSR, which allows us to evaluate our performance over a three-year period against the performance of other companies • Since RSUs and PBRSUs are paid in shares of Edwards stock, these awards also further link executives' interests with those of our stockholders • Retains qualified employees • Is performance- or stock price-based and not guaranteed	• The size and composition of long-term incentive awards are determined annually by the Compensation Committee taking into account competitive total direct compensation pay positioning guidelines using market reference data from the Comparator Group, along with the individual executive's level of responsibilities, ability to contribute to and influence our long-term results, and individual performance


Element of Compensation	Why We Pay this Element	Compensation Committee's Evaluation Criteria
Benefits	• Provides a safety net to protect against financial catastrophes that can result from illness, disability or death	• Executives are eligible to participate in benefit programs on terms as are generally offered to other Company employees
	• A benefit program that is competitive with companies with which we compete for executive talent supports recruitment and retention of executives
Perquisites	• Assists in attracting and retaining executives by enhancing the competitiveness of the executive's compensation in a relatively inexpensive way • Enables executives to perform their responsibilities efficiently, maximize their working time and minimize distractions	• Modest perquisites consistent with market practices


	Percentage of Financial Measure Achievement
	Minimum (25%)	Target (100%)	Maximum (175%)	Actual (159%)
Revenue Growth – 50% Weight	7%	11%	20%	18.5%
Net Income ($M) – 30% Weight	$533	$565	$615	$633
Free Cash Flow($M) – 20% Weight**	$450	$500	$600	$536



	Last 5 Years	Last 3 Years	Last Year

EDWARDS	165%	185%	19%
S&P 500	98%	29%	12%
SPHEI	107%	38%	7%



		Financial Measure Achievement (%)

		X

		Key Operating Driver Achievement (%)

		=

		Actual Incentive Plan Funding (%)