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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 14A |
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Proxy Statement Pursuant
to Section 14(a) of |
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Filed by the Registrant ý |
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Filed by a Party other than the Registrant o |
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Check the appropriate box: |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
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Edwards Lifesciences Corporation |
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(Name of Registrant as Specified In Its Charter) |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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Payment of Filing Fee (Check the appropriate box): |
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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(1) |
Title of each class of securities to which transaction applies: |
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(2) |
Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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(4) |
Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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Fee paid previously with preliminary materials. |
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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. |
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(1) |
Amount Previously Paid: |
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(2) |
Form, Schedule or Registration Statement No.: |
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Filing Party: |
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(4) |
Date Filed: |
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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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May 7, 2004
Mr. Edward Corrao
Fidelity Management & Research Company
82 Devonshire Street, E30E
Boston, MA 02109
Re: Edwards Lifesciences Corporation (the “Company”)
Dear Mr. Corrao,
This will confirm our conversation regarding the Company’s proposed amended and restated Nonemployee Directors and Consultants Stock Incentive Program (the “Program”), which is Proposal 2 in the Company’s Proxy Statement dated as of April 7, 2004.
Based on our conversation, please be advised that it is the intention of management to recommend to the Board of Directors that it amend the Program in two respects:
1) To limit to no more than 60,000 shares (out of a total of 600,000 available for issuance under the Program) the number of shares that will be used for Initial Awards of Restricted Stock Units, as described in Article 11.1 of the Program, with two-year vesting. After reaching this limit, the Company will provide Initial Awards with vesting periods no shorter than three years.
2) To incorporate directly into the Program the currently existing New York Stock Exchange rules with regard to shareholder control over equity compensation programs and material modifications thereto, which rules are currently incorporated by cross-reference in Article 16.1.
Edwards Lifesciences recognizes the importance of good corporate governance as a means of addressing the needs of the Company’s stockholders, employees, customers, suppliers and community. Please do no hesitate to contact me if you have any questions. My telephone number is (949) 250-6819.
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Sincerely yours, |
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/s/ Bruce P. Garren |
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Bruce P. Garren |
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Corporate Vice President, |
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General Counsel and Secretary |