UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 4, 2015
EDWARDS LIFESCIENCES CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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1-15525 |
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36-4316614 |
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(State or other jurisdiction of incorporation) |
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(Commission file number) |
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(IRS Employer Identification No.) |
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One Edwards Way, Irvine, California |
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92614 |
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(Address of principal executive offices) |
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(Zip Code) |
(949) 250-2500
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On February 10, 2015, Edwards Lifesciences Corporation (the “Company”) announced that Michael R. Bowlin, a member of the Company’s Board of Directors, expressed his desire to retire from the Board and will not seek re-election at the Company’s 2015 Annual Meeting.
(d) The Company also announced that Kieran T. Gallahue was appointed to the Company’s Board of Directors, effective immediately. Since 2011, Mr. Gallahue, age 51, has been Chairman and Chief Executive Officer of CareFusion Corporation. Prior to that, Mr. Gallahue was President of Res Med, Inc. from 2004 to 2011, and its Chief Executive Officer from 2008 to 2011.
Mr. Gallahue will receive the same compensation as the Company’s other nonemployee directors as described in the Company’s 2014 Proxy Statement under “Director Compensation.
There is no arrangement or understanding between Mr. Gallahue and any other persons pursuant to which he was selected as a director. Mr. Gallahue has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of the press release is furnished as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated February 10, 2015
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 10, 2015
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EDWARDS LIFESCIENCES CORPORATION | |
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By: |
/s/ Denise E. Botticelli |
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Denise E. Botticelli |
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Vice President, Associate General Counsel, and Secretary |