ew-20231207

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 7, 2023

EDWARDS LIFESCIENCES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

1-15525

36-4316614

(State or other jurisdiction
of incorporation)

(Commission
file number)

(IRS Employer
Identification No.)

Irvine, California 92614

(Address of principal executive offices and zip code)

(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:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00 per share	EW	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On December 7, 2023, Edwards Lifesciences Corporation, a Delaware corporation (the “Company”), issued a press release in connection with the Company’s previously announced 2023 Investor Conference (the “2023 Investor Conference”).

A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01. Other Events.

Strategic Spin-Off of Critical Care

On December 7, 2023, in connection with the 2023 Investor Conference, the Company announced its intention to complete a tax-free spin-off of its Critical Care product group at the end of 2024. Katie Szyman, Corporate Vice President of Critical Care since 2015, will be Chief Executive Officer of the new company upon completion of the transaction. More information regarding the planned spin-off will be available in 2024, and the company is planning a mid-year Securities and Exchange Commission (“SEC”) Form 10 submission.

Share Repurchase Authorization

Also on December 7, 2023, in connection with the 2023 Investor Conference, the Company announced that its Board of Directors approved $1 billion of additional share repurchase authorization.

Forward-Looking Statements

This report includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements can sometimes be identified by the use of words such as “may,” “will,” “should,” “anticipate,” “believe,” “plan,” “project,” “estimate,” “potential,” “predict,” “expect,” “intend,” “guidance,” “outlook,” “optimistic,” “aspire,” “confident” or other forms of these words or similar expressions and include, but are not limited to, statements regarding, and relating to, the intention to spin-off the Critical Care product group at the end of 2024 and statements regarding the filing of a related Form 10 with the SEC in mid-year 2024. No inferences or assumptions should be made from statements of past performance, efforts, or results which may not be indicative of future performance or results. Forward-looking statements are based on estimates and assumptions made by management of the Company and are believed to be reasonable, though they are inherently uncertain, difficult to predict, may be outside of the Company’s control, and may be subject to the satisfaction of certain customary conditions. The Company’s forward-looking statements speak only as of the date on which they are made and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of the statement. If the Company does update or correct one or more of these statements, investors and others should not conclude that the Company will make additional updates or corrections.

Forward-looking statements involve risks and uncertainties that could cause actual results or experience to differ materially from that expressed or implied by the forward-looking statements. Factors that could cause actual results or experience to differ materially from that expressed or implied by the forward-looking statements include the risks detailed in the Company’s filings with the SEC. These filings may be found at edwards.com.


Item 9.01.			Financial Statements and Exhibits.


Exhibit No.									Description

99.1									Press Release of Edwards Lifesciences Corporation, dated December 7, 2023

104									Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Date: December 7, 2023



EDWARDS LIFESCIENCES CORPORATION

By:						/s/ Linda J. Park
						Linda J. Park
						Senior Vice President, Associate General Counsel, and Corporate Secretary


(d)			Exhibits.