VISX, Incorporated Definitive Proxy Materials

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

You are cordially invited to attend the Annual Meeting of Stockholders of VISX, Incorporated to be held at 8:00 a.m., local time, on May 3, 2002, at VISX, 3400 Central Expressway, Santa Clara, California 95051. The Notice of, and Proxy Statement for, the 2002 Annual Meeting of Stockholders follow. The 2002 Annual Report is enclosed.

At the Annual Meeting, stockholders will elect seven persons to serve as directors until the next Annual Meeting and until their successors have been elected and qualified (Item 1 on your Proxy). The Proxy Statement contains information regarding the Company’s nominees for election to the Board of Directors. Your Board of Directors recommends that you vote FOR the Company’s slate of nominees named in this Proxy Statement.

Stockholders will also vote to ratify the Board’s appointment of Arthur Andersen LLP as the Company’s independent public accountants for the year ending December 31, 2002 (Item 2 on your Proxy). The Board and Audit Committee carefully reviewed the past performance, capabilities, and independence of Arthur Andersen LLP (see further discussion on page 15) and unanimously recommends their reappointment. While the Board and Audit Committee are continuing to monitor the status of Arthur Andersen LLP, and will take whatever action is necessary to ensure the continuity of the Company’s auditing function, including the appointment of a different independent auditing firm if such a change is determined to be in the best interests of the Company, the Board recommends that you vote FOR the ratification of the appointment of Arthur Andersen LLP.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we request that you complete, date, sign and return the enclosed proxy card promptly in the enclosed pre-addressed envelope. No postage is necessary if you mail your proxy in the United States. You may revoke your proxy at any time prior to the Annual Meeting. If you attend the Annual Meeting and wish to change your proxy vote, you may do so automatically by voting in person at the Annual Meeting.


	Sincerely,


	Elizabeth H. Dávila
	Chairman of the Board, President
	and Chief Executive Officer

The Annual Meeting of Stockholders of VISX, Incorporated (the “Company”) will be held on May 3, 2002 at 8:00 a.m., local time, at the Company, located at 3400 Central Expressway, Santa Clara, California 95051 for the following purposes:


	1.	To elect seven directors to serve until the next Annual Meeting and until their successors have been elected and qualified;

	2.	To ratify the appointment of Arthur Andersen LLP as the Company’s independent auditors for the year ending December 31, 2002; and

	3.	To act upon such other matters as may properly come before the meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. Only stockholders of record at the close of business on March 18, 2002 are entitled to notice of, and to attend and vote at, the Annual Meeting and at any postponement or adjournment thereof. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection at the offices of the Company located at 3400 Central Expressway, Santa Clara, California 95051.

YOUR VOTE IS IMPORTANT

It is important that all stockholders be represented at the Annual Meeting. Therefore, in order to assure your representation whether or not you plan to attend the meeting, please complete, date, sign, and return the enclosed proxy card promptly in the accompanying reply envelope. No postage is necessary if mailed in the United States. You may revoke your proxy at any time prior to the Annual Meeting. If you attend the Annual Meeting and wish to change your proxy vote, you may do so automatically by voting in person at the Annual Meeting.

These proxy materials are furnished in connection with the solicitation of proxies on behalf of the Board of Directors of VISX, Incorporated (the “Company”) for the Annual Meeting of Stockholders to be held on May 3, 2002 at 8:00 a.m., local time, and at any adjournment or postponement of the Annual Meeting. The Annual Meeting will be held at the Company, located at 3400 Central Expressway, Santa Clara, California 95051. The telephone number at the meeting location is (408) 733-2020. This Proxy Statement, Notice of Annual Meeting and the accompanying proxy card will be mailed to stockholders on or about April 3, 2002.

A copy of the Company’s Annual Report for the year ended December 31, 2001, including financial statements, accompanies this Proxy Statement. The Annual Report is not to be regarded as proxy soliciting material or as a communication by means of which any solicitation is to be made.

The specific proposals to be considered and acted upon at the Annual Meeting are summarized in the accompanying Notice of Annual Meeting of Stockholders. Each proposal is described in more detail in this Proxy Statement.

The Company’s Common Stock is the only class of security entitled to vote at the Annual Meeting. Only stockholders of record at the close of business on March 18, 2002 will be entitled to vote on all matters to come before the meeting. Each outstanding share of Common Stock entitles its holder to cast one vote for each matter to be voted upon. As of March 18, 2002, there were approximately 54,194,810 shares of Common Stock outstanding and entitled to vote at the Annual Meeting.

Votes cast by proxy or in person at the Annual Meeting will be tabulated by the Inspector of Elections, EquiServe, L.P. (the “Inspector”), the Company’s Transfer Agent. The Inspector will also determine whether or not a quorum is present. The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the shares of Common Stock outstanding on March 18, 2002 will constitute a quorum. All proxies representing shares that are entitled to vote at the meeting will be counted toward establishing a quorum, regardless of whether such proxies contain abstentions or broker non-votes.

The affirmative vote of a plurality of the votes cast at the meeting is required for the election of directors. A properly executed proxy marked “Withhold Authority” and broker non-votes with respect to the election of

one or more directors will not be voted with respect to the director or directors indicated. The affirmative vote of the holders of a majority of the votes cast at the meeting will be required to ratify each other proposal.

Whether or not you are able to attend the Annual Meeting, you are urged to complete and return the enclosed proxy card and return it in the enclosed self-addressed, prepaid envelope. All valid proxies received prior to the meeting will be voted. If you specify a choice with respect to any item by marking the appropriate box on the proxy, the shares will be voted in accordance with that specification. If no specification is made, the shares will be voted FOR Proposals 1 and 2 and, in the proxy holders’ discretion, as to other matters that may properly come before the Annual Meeting.

You may revoke or change your proxy at any time before the Annual Meeting. To do this, send a written notice of revocation or another signed proxy with a later date to the Secretary of the Company, John F. Runkel, Jr., at the Company’s principal executive offices at 3400 Central Expressway, Santa Clara, California 95051-0703, by 8:00 a.m., local time, on May 3, 2002. In addition, you may automatically change your proxy vote by voting in person at the Annual Meeting.

Proxies are being solicited by and on behalf of the Company’s Board of Directors. The Company will bear the entire cost of solicitation, including the preparation, assembly, printing and mailing of this Proxy Statement. The Company will also reimburse brokerage firms and other persons representing beneficial owners of shares for their expense in forwarding solicitation material to such beneficial owners. The Company has retained MacKenzie Partners, Inc., 105 Madison Avenue, New York, NY 10016, to assist the Company in the solicitation of proxies for a fee of $7,500 plus reimbursement of reasonable out-of-pocket expenses. In addition, directors, officers, and other employees of the Company may solicit proxies without additional compensation therefor.

A board of seven directors is to be elected at the Annual Meeting. Currently the Board of Directors is comprised of the seven nominees. Unless otherwise instructed, the proxy holder will vote the proxies received for the Company’s seven nominees named below, all of whom are currently directors of the Company. If any nominee of the Company is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any substitute nominee designated by the current Board of Directors to fill the vacancy. The Company does not expect that any nominee listed below will be unable or will decline to serve as a director. The term of office of each person elected as a director will continue until the next Annual Meeting of Stockholders or until his or her successor has been elected and qualified.

The names of the nominees, and certain information about them, are set forth below:

Ms. Dávila, 57, has served as Chairman of the Board since May 2001, President and Chief Executive Officer of the Company since February 2001, President and Chief Operating Officer from February 1999 to February 2001, Executive Vice President and Chief Operating Officer from May 1995 to March 1999, and as a Director since December 1995. From 1977 to 1994, Ms. Dávila held senior management positions with Syntex Corporation in its medical device, medical diagnostics, and pharmaceutical divisions. Ms. Dávila also serves on the Board of Directors of VidaMed, Inc.

Ms. Falberg, 41, has been a Director of the Company since December 2001. She is currently a consultant to Inamed Corporation, and a part-time advisor to Amgen Inc., where she served as Senior Vice President, Finance and Chief Financial Officer from May 1998 to August 2001. Between January 1995 and May 1998, Ms. Falberg served as Amgen’s Vice President, Corporate Controller and Chief Accounting Officer, and Treasurer. From 1984 to 1994, Ms. Falberg held numerous financial positions at Applied Magnetics Corporation, the most recent being Vice President, Chief Financial Officer and Treasurer (1993 to 1994).

Mr. French, 68, has been a Director of the Company since May 1995. He served as Chairman and Chief Executive Officer of Imagyn Medical, Inc. from February 1992 until his retirement as Chief Executive Officer in December 1994. He continued to serve as Chairman of Imagyn until April 1995. From 1989 until he joined Imagyn in February 1992, Mr. French was Chairman, Chief Executive Officer and a director of Applied Immune Sciences, Inc. From 1982 to 1988, Mr. French was President of the Health and Education Services Sector of ARA Services, Inc., and from 1972 to 1982, he was President of American Critical Care (formerly a division of American Hospital Supply Corp., now known as Dupont Critical Care).

Mr. Galiardo, 68, has been a Director of the Company since May 1996. He served as Vice Chairman of the Board of Directors and General Counsel of Becton Dickinson & Company from 1994 until his retirement in December 1999. Prior to 1994, he served as Vice President and General Counsel. Mr. Galiardo joined Becton Dickinson in 1977 and was responsible for the Law and Patent Departments, Medical Affairs, Corporate Regulatory and Quality Affairs, the Environment and Safety Departments, and Government Investor, and Public Affairs. Prior to joining Becton Dickinson, Mr. Galiardo was Assistant General Counsel of E.R. Squibb & Sons, and before that he was associated with the law firm of Dewey, Ballantine, Bushby, Palmer & Wood in New York City. Mr. Galiardo is the past Chairman of the Health Industry Manufacturers Association.

Mr. Holmes, 59, has been a director of the Company since March 1999. He has been a practicing attorney and business consultant since mid-1996. From 1981 until his retirement in mid-1996, Mr. Holmes held several senior management positions at Bausch & Lomb Incorporated, the most recent being Executive Vice President and Chief Administrative Officer from 1995 to 1996 and Senior Vice President and Chief Administrative Officer from 1993 to 1995. From 1983 to 1993, Mr. Holmes was Senior Vice President, Corporate Affairs, and from 1981 to 1983 Vice President and General Counsel at Bausch & Lomb. Mr. Holmes was a member of the Board of Directors of Bausch & Lomb from 1986 until his retirement in 1996. Mr. Holmes also serves on the Board of Directors of Rochester Energy Group.

Mr. Petersmeyer, 55, has been a director of the Company since December 2001. He served as President, Chief Operating Officer, and Director of Pherin Pharmaceuticals Inc. from 2000 to 2001. From 1997 to 1999, Mr. Petersmeyer served as President, Chief Executive Officer, and Director of Collagen Corporation. From 1990 to 1995, Mr. Petersmeyer held several senior management positions at Syntex Corporation, the most recent being Vice President, Managed Health Care from 1993 to 1995. Mr. Petersmeyer served as President, Chief Executive Officer, and Director of Beta Phase Inc. from 1986 to 1990. From 1982 to 1986, Mr. Petersmeyer served as President of the Optics Division of Coopervision Inc. and as the General Manager of its Ophthalmic Products Division. From 1976 to 1982, Mr. Petersmeyer held a series of positions in corporate development, market research, and marketing for Syntex Corporation. Mr. Petersmeyer also serves on the Board of Directors of Eunoe Corporation and as an Advisor to Roxro Pharmaceutical Inc. in Menlo Park, California.

Mr. Sayford, 71, has been a Director of the Company since May 1995. He has been President of Strategic Enterprises, Inc., a private business consulting firm specializing in providing services to high technology and venture firms, since 1979. He is a founding investor of MCI Communications Co., and served as a member of the Board of Directors of MCI since 1980. He is also a director of Brightlink Networks, Inc. and Chairman of the Board of Directors of HCA — HealthOne, L.L.C. Mr. Sayford is former President of Amdahl International, Ltd. and Corporate Vice President of Amdahl Corporation.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE NOMINEES LISTED IN THIS PROXY STATEMENT. The seven nominees receiving the highest number of affirmative votes of the shares of Common Stock of the Company present or represented and entitled to be voted for them shall be elected as directors. Votes withheld from any director will be counted for purposes of determining the presence or absence of a quorum for the transaction of business at the meeting, but have no other legal effect upon election of directors under Delaware law.

The Board of Directors of the Company held ten meetings during 2001 and acted by unanimous written consent one (1) time. Except for Directors Falberg and Petersmeyer, who joined the Board of Directors in December 2001, all current directors and nominees attended greater than 75% of the meetings of the Board of Directors and committees upon which such director served. The Board of Directors has standing Audit, Compensation and Governance Committees.

Audit Committee. From January to December 2001, the Audit Committee consisted of Directors French (chair), Galiardo and Sayford. In December 2001, Director Falberg was appointed to the Audit Committee. The Audit Committee oversees engagement of the Company’s independent auditors, reviews the arrangements for and scope of the audit by the Company’s independent auditors, and reviews and evaluates the Company’s accounting practices and its systems of internal accounting controls. The Audit Committee held four meetings during 2001. The Company’s Board of Directors has adopted a charter for the Audit Committee, a copy of which was attached as Appendix B to the definitive Proxy Statement for the 2001 Annual Meeting of Stockholders. The Company believes that all of the members of the Audit Committee qualify as independent directors under the listing standards of the New York Stock Exchange.

Compensation Committee. From January to December 2001, the Compensation Committee was comprised of Directors French, Galiardo, Holmes and Sayford (chair). In December 2001, Director Petersmeyer was appointed to the Compensation Committee in place of Director Galiardo. The Compensation Committee sets the compensation of the Company’s executive officers, including salary and bonuses, and administers the Company’s stock option plans. The Compensation Committee held seven meetings during 2001.

Governance Committee. From January to December 2001, the Governance Committee was comprised of Directors French, Galiardo (chair), Holmes and Sayford. In December 2001, Directors Falberg and Petersmeyer were appointed to the Governance Committee in place of Directors French and Sayford. The Governance Committee considers and reports on all matters relating to corporate governance, including the nomination and duties of members of the Board, and questions of good corporate practices and ethics. The Governance Committee held nine meetings during 2001. Any stockholder desiring to submit a candidate for consideration by the Governance Committee should send the name and background information of such

The annual retainer for non-employee directors ($20,000), fees for each Board meeting the director attended ($2,000), and fees for attendance at a Board meeting by telephone ($250) and for each Committee meeting attended ($500) remained the same as the fees paid in 2000. The compensation for the chairperson of each Committee continued at the same rate ($750) as the rate paid in 2000. Non-employee directors receive automatic annual grants of options to purchase 6,000 shares of the Company’s Common Stock. Non-employee directors also receive a one-time grant of options to purchase 45,000 shares of the Company’s Common Stock upon initial election to the Board of Directors. In addition, directors are reimbursed for out-of-pocket travel expenses associated with their attendance at Board and Committee meetings.

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers and directors and persons who own more than ten percent of the Company’s Common Stock (collectively, “Reporting Persons”) to file reports of ownership and changes in ownership of the Company’s Common Stock with the Securities and Exchange Commission (the “SEC”). Reporting Persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms that they file. Based solely on a review of the copies of reporting forms furnished to the Company or written representations from certain Reporting Persons that no annual forms were required, the Company believes that all filing requirements were complied with during 2001. For fiscal year 2000, however, Section 16(a) forms relating to annual option grants were filed late for Mark B. Logan, Elizabeth H. Dávila, Timothy R. Maier, James W. McCollum, David M. Patino, and Kina Lamblin.

The Company’s Compensation Committee consists of Directors French, Holmes, Petersmeyer and Sayford, none of whom have ever been employed by the Company. There were no compensation committee interlocks or other relationships during 2001 between our Board of Directors or Compensation Committee and the board of directors or compensation committee of any other company.

Compensation Committee. The Compensation Committee of the Board of Directors is composed entirely of outside directors. The Committee is responsible for setting and administering the policies and

programs that govern both annual compensation and stock ownership programs for the executive officers of the Company. The Compensation Committee held seven meetings during 2001.

Compensation Philosophy. The goals of the Company’s compensation program are to provide a strong and direct link between the Company’s financial performance and executive pay. The Company aligns management compensation with business objectives and stockholder interests by setting performance measures and objectives, and tying those objectives to a cash bonus plan and the use of stock-based incentives. The Committee retains the services of an independent compensation consulting firm to provide appropriate market survey data as well as to make specific recommendations to the Committee with respect to base salaries, cash bonuses, and stock incentive awards. The Committee retained this consulting firm because of the firm’s expertise in evaluating and assessing compensation requirements in the Company’s geographic region for attracting and retaining high caliber candidates for executive management positions.

Other key elements of the Company’s compensation philosophy include establishing compensation programs that provide competitive pay systems to help the Company attract, retain and motivate its executive management. The Company positions its executive base salaries at the mid-point of survey data, and in years in which bonuses are earned, total cash compensation is targeted to be above the average survey data. The decision to grant bonuses or additional stock incentive awards is keyed to achievement of the annual business plan for Company-wide goals and individual performance.

Compliance With Internal Revenue Code Section 162(m). The Company is subject to Section 162(m) of the Internal Revenue Code adopted in 1993, which limits the deductibility of certain compensation payments to its executive officers. The Company does not have a policy requiring the Committee to qualify all compensation for deductibility under this provision. The Committee’s current view is that any non-deductible amounts will be immaterial to the Company’s financial or tax position, and that the Company derives substantial benefits from the flexibility provided by the current system, in which the selection and quantification of performance targets are modified from year to year to reflect changing conditions. However, the Committee takes into account the net cost to the Company in making all compensation decisions and will continue to evaluate the impact of this provision on its compensation programs.

2001 Executive Compensation Program. In 2001, the Company’s executive compensation program integrated the following components: base salary, cash bonuses and stock option grants. The Committee reviews each component of executive compensation annually. As an executive’s level of responsibility increases, a greater portion of his or her potential total compensation is based on performance incentives and less on salary and employee benefits, causing potentially greater variability in the individual’s absolute compensation level from year to year.

Base Salary. The Committee establishes annual base salary levels for executives based on competitive survey data, level of experience, position and responsibility, the prior year’s corporate performance and individual recommendations of executive management.

Incentive Compensation Plan. The Committee has approved a performance-based executive compensation plan (the “Incentive Compensation Plan”). The Committee awarded bonuses for 2001 using the criteria as set forth in that plan. The total pool of monies available for bonuses was set based on the Committee’s assessment of 2001 performance. After reviewing the Company’s 2001 performance, the executives’ individual performance and information provided by the independent compensation consulting firm, the Committee

approved grants of bonuses for the executive officers. All Named Officers (as defined below) except John F. Runkel, Jr. were awarded cash bonuses in 2002 based on 2001 performance.

Stock Awards. For 2001, the Committee approved stock option awards for the executive officers, including the Named Officers. These awards were made in recognition of the performance of the Company and the contributions made by the officers in achieving this level of performance.

2001 Chief Executive Officer Compensation. Ms. Dávila, in her capacity as Chief Executive Officer, participated in the same compensation programs as the other Named Officers. The Committee has targeted Ms. Dávila’s total compensation, including compensation derived from the Incentive Compensation Plan and the stock option plan, at a level it believes is competitive with the average amount paid by the Company’s competitors and companies with which the Company competes for executive talent. Ms. Dávila’s salary was increased to $390,000 for 2001. Ms. Dávila received an Incentive Compensation Plan award in recognition of the achievements of the Company during 2001 and of her contributions to those achievements.

Summary Compensation Table. The following table summarizes the total compensation earned by or paid to the Chief Executive Officer and the four other most highly compensated executive officers having total cash compensation for 2001 in excess of $100,000 (collectively, the “Named Officers”) for services rendered to the Company during each of the last three fiscal years.

Option Grants in Last Fiscal Year. The table below provides details regarding stock options granted to the Named Officers in 2001, and the potential realizable value of those options. The values do not take into account risk factors such as non-transferability and limits on exercisability. In assessing these values it should be kept in mind that no matter what theoretical value is placed on a stock option on the date of grant, its ultimate value will depend on the market value of the Company’s stock at a future date.

Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Values. The following table provides information with respect to option exercises in 2001 by the Named Officers and the value of such officers’ unexercised options as of December 31, 2001. The values for “in-the-money” options represent the spread between the exercise price of any such existing stock options and the year-end price of Common Stock.

The Company has entered into Change of Control Severance Agreements (the “Severance Agreements”) with each of the Named Officers. The Severance Agreements provide, among other things, that if the Named Officer’s employment is terminated other than for cause within two years after a change of control of the Company, the Named Officer is entitled to receive a lump sum severance payment equal to three times the Named Officer’s annual base salary and bonus. In addition, pursuant to the terms of the documents governing the grants of options under the Company’s option plans, all outstanding unvested options as of the date of a change of control, including options held by the Named Officers, become fully vested and exercisable upon the occurrence of a change of control.

The SEC requires the Company to include in this Proxy Statement a line-graph presentation comparing cumulative, five-year stockholder returns on an indexed basis with a broad equity market index and either a nationally recognized industry standard or an index of peer companies selected by the Company. The following graph assumes that $100 was invested on December 31, 1996 (the last trading day of that year) in the Company’s Common Stock and each of the comparative markets, and that all dividends were reinvested. The stock price performance shown on the graph is not necessarily indicative of future price performance.

The following graph compares the performance of the Company’s Common Stock with the performance of the Standard & Poor’s Biotechnical and Medical Products Group Index and the New York Stock Exchange (U.S. Composite) Index. The Company’s stock began trading on the New York Stock Exchange on September 7, 2000.

The following table sets forth certain information known to the Company regarding the beneficial ownership of the Company’s Common Stock as of March 18, 2002 by (1) each person known to the Company to own more than 5% of the issued and outstanding Common Stock, (2) each of the Company’s directors, (3) each of the Named Officers, and (4) all directors, nominees and officers as a group. Except as otherwise indicated, each person has sole voting and investment power with respect to all shares shown as beneficially owned, subject to community property laws where applicable.

(1)

As reported on the amended Schedule 13D filed with the SEC on or about November 20, 2001. The persons covered by the amended Schedule 13D are High River Limited Partnership (“High River”), Barberry Corp. (“Barberry”), Carl C. Icahn (“Icahn”) and Gail Golden (“Golden”). High River reported sole voting power and sole dispositive power with respect to 3,245,505 shares. Barberry has sole voting power and sole dispositive power with respect to 2,774,500 shares and shared voting power and shared dispositive power with respect to 3,245,505 shares. Icahn has shared voting power and shared


	dispositive power with respect to 6,020,005 shares. Golden has sole voting power and sole dispositive power with respect to 1,990 shares.

(2)	As reported on the amended Schedule 13G filed with the SEC on or about February 12, 2002. Massachusetts Financial Services Company reported sole voting power with respect to 5,403,406 shares and sole dispositive power with respect to the 5,720,206 shares.

(3)	As reported on Schedule 13G filed with the SEC on or about January 16, 2002. Waddell & Reed Investment Management Company reported sole voting power and sole dispositive power with respect to the 4,487,400 shares.

(4)	Mr. Logan’s total does not reflect open market transactions that may have occurred following the conclusion of his term as a Director on May 4, 2001. Mr. Logan’s total includes options to purchase 720,944 shares that will be exercisable on or before May 17, 2002.

(5)	Ms. Dávila’s total includes options to purchase 1,006,668 shares that will be exercisable on or before May 17, 2002.

(6)	Mr. French’s total includes options to purchase 40,375 shares that will be exercisable on or before May 17, 2002.

(7)	Mr. Galiardo’s total includes options to purchase 66,375 shares that will be exercisable on or before May 17, 2002.

(8)	Dr. Harner’s total includes options to purchase 102,454 shares that will be exercisable on or before May 17, 2002.

(9)	Mr. Holmes’ total includes options to purchase 89,375 shares that will be exercisable on or before May 17, 2002.


(10)	Mr. Maier’s total includes options to purchase 488,939 shares that will be exercisable on or before May 17, 2002.

(11)	Mr. Post’s total includes options to purchase 137,914 shares that will be exercisable on or before May 17, 2002.

(12)	Mr. Runkel’s total includes options to purchase 18,437 shares that will be exercisable on or before May 17, 2002.

(13)	Mr. Sayford’s total includes options to purchase 68,375 shares that will be exercisable on or before May 17, 2002.

(14)	The total includes options to purchase an aggregate of 2,739,856 shares held by non-employee directors and officers that will be exercisable on or before May 17, 2002.

The Company is asking the stockholders to ratify the appointment of Arthur Andersen LLP as the Company’s independent auditors for the year ending December 31, 2002. Arthur Andersen LLP has audited the Company’s financial statements since May 1988. Representatives of Arthur Andersen LLP are expected to attend the Annual Meeting and will have the opportunity to make a statement if they desire to do so and to answer appropriate questions.

Audit fees billed to the Company by Arthur Andersen LLP during 2001 for review of the Company’s annual financial statements and those financial statements included in the Company’s quarterly reports on Form 10-Q totaled $168,300.

The Company did not engage Arthur Andersen LLP to provide advice to the Company regarding financial information systems design and implementation during 2001.

Fees billed to the Company by Arthur Andersen LLP during 2001 for all other non-audit services rendered to the Company, including tax-related services totaled $210,700.

Independence and Stockholders’ Ratification of the Selection of Arthur Andersen LLP

The Board of Directors, upon recommendation of its Audit Committee, has appointed Arthur Andersen LLP as independent public accountants of the Company for the year 2002. In taking this action, the members of the Board and the Audit Committee considered carefully Arthur Andersen’s performance for the Company in that capacity since 1988, its independence with respect to the service to be performed and its capabilities in the fields of accounting and auditing. The Audit Committee also considered whether the provision of non-audit services by Arthur Andersen LLP was compatible with maintaining the independence of Arthur Andersen LLP, and determined that the performance of such non-audit services did not impair the independence of Arthur Andersen LLP.

Stockholder ratification of the selection of Arthur Andersen LLP as the Company’s independent public accountants is not required by the Company’s Bylaws or other applicable legal requirement. However, the Board is submitting the selection of Arthur Andersen LLP to the stockholders for ratification as a matter of good corporate practice. The Board and Audit Committee may exercise their discretion to change this appointment at any time during the year. The Board and Audit Committee are continuing to monitor the status of Arthur Andersen LLP, and will take whatever action is necessary to insure the continuity of the Company’s auditing function, including the appointment of a different independent auditing firm if such a change is determined to be in the best interests of the Company.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NUMBER 2. Ratification of the appointment of Arthur Andersen LLP as the Company’s independent auditors for the year ending December 31, 2002 will require the affirmative vote of a majority of the shares of Common Stock represented in person or by proxy and entitled to vote, and voting with respect to this proposal, at the Annual Meeting.

The Audit Committee is comprised entirely of independent non-employee directors. The Audit Committee oversees engagement of the Company’s independent auditors, reviews the arrangements for and scope of the audit by the Company’s independent auditors, and reviews and evaluates the Company’s accounting practices and its systems of internal accounting controls. The Audit Committee has reviewed and discussed the Company’s audited financial statements for 2001 with the Company’s management and with the independent auditors. The Audit Committee has also discussed with the independent auditors the matters required to be considered with the auditors by Statement of Auditing Standards No. 61. The Audit Committee has received written communication and the letter from the independent auditors required by Independence Standards Board Standard No. 1 and has discussed with the independent auditors their independence from the Company. Based on the foregoing activities, the Audit Committee has recommended to the Board of Directors that the Company’s audited financial statements for the year 2001 be included in the Company’s report on Form 10-K for such year, which was filed with the Securities and Exchange Commission on April 1, 2002.

The Compensation Committee and Audit Committee reports included herein shall not constitute “soliciting material” or be deemed to be “filed” with the SEC under the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder.

The Board knows of no matters other than the election of directors and ratification of the Company’s independent auditors to be presented for stockholder action at the Annual Meeting. However, if other matters do properly come before the Annual Meeting or any adjournment or postponement thereof, the Board intends that the persons named in the proxies will vote upon such matters in accordance with their best judgment.

Stockholder proposals that are intended to be presented pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 at the Annual Meeting of the Company in the year 2003 must be received at the executive offices of the Company (3400 Central Expressway, Santa Clara, California 95051-0703, Attention: Office of the Secretary) on or before December 4, 2002, in order to be considered for inclusion in the year 2003 Proxy Statement and Proxy. In addition, under the advance notice provisions of the Company’s Bylaws, written notice of proposals outside of Rule 14a-8 under the Securities Exchange Act of 1934 must be delivered to or mailed and received at the executive offices of the Company in accordance with the requirement set forth in the Company’s Bylaws on or before December 4, 2002. Therefore, in order for proposals of stockholders made outside of Rule 14a-8 under the Exchange Act to be considered “timely” within the meaning of Rule 14a-4(c) under the Securities Exchange Act of 1934, such proposals must be delivered to or mailed and received at the executive offices of the Company on or before December 4, 2002.

You are cordially invited to the Annual Meeting of Stockholders to be held at 8:00 a.m. on May 3, 2002 at VISX, Incorporated, located at 3400 Central Expressway, Santa Clara, California 95051. Detailed information as to the business to be transacted at the meeting is contained in the accompanying Notice of Annual Meeting and Proxy Statement.

Regardless of whether you plan to attend the meeting, it is important that your shares be voted. Accordingly, we ask that you sign and return your proxy as soon as possible in the envelope provided. If you do plan to attend the meeting, please mark the appropriate box on the proxy.

The undersigned hereby appoints Elizabeth H. Dávila as proxy to vote at the Annual Meeting of Stockholders of VISX, Incorporated (the “Company”) to be held on May 3, 2002 at 8:00 a.m. local time, and at any adjournment or postponement thereof, hereby revoking any proxies previously given, to vote all shares of Common Stock of the Company held or owned by the undersigned as directed below, and in their discretion upon such other matters as may come before the meeting. If no direction is made, this proxy will be voted FOR each nominee for director, FOR proposal 2 and at the discretion of the proxy holder upon such other business as may properly come before the meeting. If any nominee for director is unable or declines to serve as director, this proxy will be voted for any nominee that the present Board of Directors designates.

STOCKHOLDERS ARE URGED TO DATE, MARK, SIGN AND RETURN THIS PROXY IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED STATES.

WE RECOMMEND A VOTE “FOR” THE ELECTION OF DIRECTORS AND THE FOLLOWING PROPOSALS

Please sign exactly as your name(s) appears on your stock certificate. If shares are issued in the name of two or more persons, all such persons should sign the proxy. A proxy executed by a corporation should be signed in its name by its authorized officers. Executors, administrators, trustees and partners should indicate their positions when signing.

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INFORMATION CONCERNING VOTING AND PROXY SOLICITATION
ELECTION OF DIRECTORS
FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
EXECUTIVE COMPENSATION
PERFORMANCE GRAPH
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
REPORT OF AUDIT COMMITTEE
ITEMS NOT CONSTITUTING SOLICITING MATERIAL
OTHER MATTERS


								Long-Term
								Compensation
								Awards
				Annual
				Compensation				Number of
								Shares		All Other
Name and Principal Position		Year		Salary(1)		Bonus(2)		Underlying Options		Compensation(3)

Mark B. Logan			2001		245,000		–0–		–0–		8,215
	Chairman of the Board and		2000		420,000		83,000		150,000		8,751
	Chief Executive Officer(4)		1999		390,000		636,000		300,000		8,124
Elizabeth H. Dávila			2001		390,000		175,000		1,025,000		7,923
	Chairman of the Board, President and		2000		300,000		60,000		100,000		7,923
	Chief Executive Officer(5)		1999		280,000		289,000		180,000		9,294
Timothy R. Maier			2001		240,000		80,000		60,000		7,234
	Executive Vice President and		2000		215,000		43,000		50,000		7,203
	Chief Financial Officer		1999		200,000		183,000		—		7,269
Douglas H. Post			2001		240,000		80,000		90,000		7,234
	Executive Vice President,		2000		195,000		39,000		30,000		6,912
	Operations		1999		170,000		105,000		60,000		6,754
John F. Runkel, Jr.			2001		213,000		80,000		60,000		6,873
	Vice President, General Counsel		2000		N/A		N/A		N/A		N/A
	and Corporate Secretary		1999		N/A		N/A		N/A		N/A
Carol F.H. Harner			2001		210,000		55,600		40,000		7,923
	Vice President, Research		2000		195,000		39,000		30,000		7,915
	and Development		1999		170,000		116,000		60,000		8,026


			Percent of
	Number of		Total			Market
	Shares		Options			Price
	Underlying		Granted to			on the		Exercise				Grant Date
	Options		Employees in			Date of		Price		Expiration		Present
Name	Granted(1)		Fiscal Year			Grant		per Share		Date		Value(2)

Mark B. Logan		–0–		–0–			N/A		N/A		N/A		N/A
Elizabeth H. Dávila		225,000		9	%		15.74		15.74		02/12/11		1,710,669.38
		800,000		32	%		15.90		15.90		02/13/11		6,172,980.00
Timothy R. Maier		60,000		2.4	%		15.74		15.74		02/12/11		456,178.50
Douglas H. Post		70,000		2.8	%		10.25		10.25		01/02/11		347,477.67
		20,000		.8	%		15.74		15.74		02/12/11		152,060.90
John F. Runkel, Jr.		60,000		2.4	%		13.75		13.75		01/29/11		399,539.13
Carol F.H. Harner		40,000		1.6	%		15.74		15.74		02/12/11		304,119.71

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(1)	No compensation is paid to officers of the Company for services rendered as directors.

(2)	Includes bonuses earned in the designated year but paid the following year.

(3)	Represents premiums paid by the Company for Group Term Life Insurance and, for fiscal year 1999, the Company’s contribution of $6,000 under its 401(k) Plan matching program, for fiscal year 2000, the Company’s contribution of $6,375 under its 401(k) Plan matching program and, for fiscal year 2001, the Company’s contribution of $6,375 under its 401(k) Plan matching program.

(4)	Mr. Logan resigned as Chief Executive Officer in February 2001 and concluded his term as Chairman of the Board at the Company’s Annual Meeting of Stockholders on May 4, 2001.

(5)	On February 13, 2001, Ms. Dávila was promoted to the position of Chief Executive Officer, replacing Mr. Logan, who had been the Company’s Chief Executive Officer and Chairman of the Board since 1994. Ms. Dávila began her term as Chairman of the Board of Directors of the Company at the Annual Meeting of Stockholders on May 4, 2001.


(1)	Options granted in 2001 have a ten-year term and vest 25% on the first anniversary of the grant date, and ratably thereafter at the rate of 1/48 of the total grant per month for three years. The exercisability of the options is automatically accelerated upon a change in control of the Company.

(2)	Calculated using the Black-Scholes option pricing model. Assumes that options have a ten-year term. Also assumes a weighted average stock price volatility of 65%, a current dividend yield of zero, and an expected weighted average interest rate of 3.8%.



					Number of Shares				Value of Unexercised
					Underlying Unexercised				In-the-Money Options at
	Shares				Options at Fiscal Year-End				Fiscal Year-End(2)
	Acquired on		Value
Name	Exercise		Realized(1)		Exercisable		Unexercisable		Exercisable		Unexercisable

Mark B. Logan		451,017	$	3,993,358		928,285		101,571	$	4,104,222	$	126,572
Elizabeth H. Dávila		—		—		667,605		1,087,503		3,051,136		63,301
Timothy R. Maier		—		—		435,814		151,252		1,784,202		31,651
Douglas H. Post		—		—		101,457		100,002		364,730		238,491
John F. Runkel, Jr.		—		—		–0–		60,000		–0–		—
Carol F.H. Harner		56,600	$	812,326		86,831		56,250		188,233		—


(1)	Market value of underlying shares at the exercise date minus the exercise price.

(2)	Value of unexercised options is based on the price of the last reported sale of the Company’s Common Stock on the New York Stock Exchange of $13.25 per share on December 31, 2001 (the last trading day for fiscal 2001), minus the exercise price.





Total Return Analysis	12/31/96		12/31/97		12/31/98		12/31/99		12/31/00		12/31/01


VISX, Incorporated	$	100.00	$	100.00	$	395.21	$	935.62	$	188.70	$	239.49
S&P Medical Products	$	100.00	$	124.64	$	179.63	$	285.14	$	411.31	$	388.38
NYSE Composite	$	100.00	$	132.89	$	157.52	$	174.76	$	179.33	$	161.02


		Common			Approximate
		Stock			Percent
		Beneficially			Beneficially
Beneficial Owner		Owned			Owned

Carl C. Icahn			6,020,005	(1)		10.96	%
	c/o Icahn Associates Corp. 767 Fifth Avenue 47th Floor New York, New York 10153
Massachusetts Financial Services Company			5,720,206	(2)		10.9	%
	500 Boylston Street Boston, Massachusetts 02116
Waddell & Reed Investment Management Company			4,487,400	(3)		8.2	%
	6300 Lamar Avenue Overland Park, Kansas 66202
Mark B. Logan			768,921	(4)		1.4	%
Elizabeth H. Dávila			1,006,668	(5)		1.9	%
Kathryn E. Falberg			–0–			NA
Glendon E. French			40,375	(6)		†
John W. Galiardo			70,375	(7)		†
Carol F.H. Harner			109,777	(8)		†
Jay T. Holmes			92,855	(9)		†
Timothy R. Maier			517,241	(10)		†
Gary S. Petersmeyer			–0–			NA
Douglas H. Post			149,331	(11)		†
John F. Runkel, Jr.			18,937	(12)		†
Richard B. Sayford			69,175	(13)		†
All directors and officers as a group (16 persons)			2,874,800	(14)		5.2	%


†	Represents less than 1% of the Company’s outstanding Common Stock.


	Sincerely,



	Elizabeth H. Dávila Chairman of the Board, President and Chief Executive Officer


(01)	Elizabeth H. Dávila	For	Withheld




(02)	Kathryn E. Falberg




(03)	Glendon E. French




(04)	John W. Galiardo




(05)	Jay T. Holmes




(06)	Gary S. Petersmeyer




(07)	Richard B. Sayford


2.	To ratify the appointment of independent public accountants.	For	Against	Abstain












3.	To act upon such other matters as may properly come before the meeting or any adjournment or postponement thereof.	For	Against	Abstain












	MARK HERE IF YOU PLAN TO ATTEND THE MEETING












	MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT


Elizabeth H. Dávila	Director Since 1995


Kathryn E. Falberg	Director Since 2001


Glendon E. French	Director Since 1995


John W. Galiardo	Director Since 1996