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☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

Edwards Lifesciences Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Edwards Lifesciences Corporation 20202022 Notice of Annual Meeting and Proxy Statement

EDWARDS LIFESCIENCES CORPORATION

NOTICE OF 20202022 ANNUAL MEETING OF STOCKHOLDERS

Matters to be voted on at the 20202022 Annual Meeting of Stockholders (the “Annual Meeting”):

We will also vote on any other business that may properly come before the Annual Meeting or any postponement or adjournment of the meeting.

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

Record Date: If you were a holder of record of the common stock of Edwards Lifesciences Corporation at the close of business on March 13, 2020,9, 2022, you are entitled to notice of, and to vote at, the Annual Meeting.

Your vote is very important. Please submit your proxy or voting instructions as soon as possible to ensure that your shares will be represented at the Annual Meeting, whether or not you expect to attend the Annual Meeting.Stockholders may participate in the Annual Meeting by logging in at www.proxydocs.com/EW. Please see “Virtual Annual Meeting” below for additional information regarding participation in the virtual meeting.

List of Stockholders: A list of stockholders as of the record date for the Annual Meeting may be accessed during the virtual meeting by following the instructions you receive via email after you register in advance of the meeting. Instructions on viewing the list of stockholders will be provided to you approximately one hour prior to the start of the Annual Meeting.

How to Vote Your Shares
		ViaBy Internet Go to www.proxypush.com/EW and follow the Internet Visit the website listed on your proxy card, notice, or voting instruction forminstructions				By PhoneTelephone Call 1-866-892-1604 and follow the phone number listed on your proxy card or voting instruction forminstructions
		By Mail Complete, sign, date, and return your proxy card or voting instruction form in the envelope provided				In Person (Virtual) Attend our Annual Meeting, which will be conducted virtually, via live webcast, and vote by ballot

By Order of the Board of Directors,

Linda J. Park

Vice President, Associate General Counsel, and Corporate Secretary

March 25, 202022, 2022

Edwards Lifesciences Corporation  ◾   One Edwards Way, Irvine, CA 92614  ◾   www.edwards.com

VIRTUAL ANNUAL MEETING

The Annual Meeting will be held in a virtual-only meeting format, via live video webcast that will provide stockholders with the ability to participate in the Annual Meeting, vote their shares and ask questions. In consideration of the pandemic, we are implementing a virtual-only meeting format to enhance stockholder access to the Annual Meeting. We believe that the virtual-only meeting format will give stockholders the opportunity to exercise the same rights as if they had attended an in-person meeting and believe that these measures will enhance stockholder access and encourage participation and communication with our Board of Directors and management. A replay and a transcript of the entire Annual Meeting will be made available at http://ir.edwards.com.

ATTENDANCE AT THE VIRTUAL ANNUAL MEETING

QUESTIONS AT THE VIRTUAL ANNUAL MEETING

YOU WILL NOT BE ABLE TO ATTEND THE ANNUAL MEETING IN PERSON.

TABLE OF CONTENTS

This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934.1934, as amended. We intend the forward-looking statements contained in this Proxy Statement to be covered by the safe harbor provisions of such Acts. AllSome statements other than statements of historical fact in this Proxy Statement or referred to or incorporated by reference into this Proxy Statement are “forward-looking statements” for purposes of these sections. These statements include, among other things, the continued impact of the pandemic on our business, any predictions, of earnings, revenues, expenses, or other financial items, plans, oropinions, expectations, with respect to development activities, clinical trials, or regulatory approvals, any statements of plans, strategies, and objectives of management for future operations, any statements concerning our future operations, financial conditions, and prospects, and any statements of assumptions underlying any of the foregoing.foregoing relating to our current and future business and operations, including, but not limited to, financial matters, development activities, clinical trials and regulatory matters, manufacturing and supply operations, and product sales and demand. These statements can sometimes be identified by the use of the forward-looking words, such as “may,” “believe,” “will,” “expect,” “project,” “estimate,” “should,” “anticipate,” “plan,” “goal,” “continue,” “seek,” “pro forma,” “forecast,” “intend,” “guidance,” “optimistic,” “aspire,” “confident,” other forms of these words, or similar words or expressions or the negative thereof. Statements of past performance, efforts or results about which inferences or assumptions may be made can also be forward-looking statements and are not indicative of future performance or results; these statements can be identified by the use of words such as “preliminary,” “initial,” “diligence,” “industry-leading,” “compliant,” “indications,” or “early feedback” or other forms of these words or similar words or expressions or the negative thereof. Investors are cautioned not to unduly rely on such forward-looking statements. These forward-looking statements are subject to substantial risks and uncertainties that could cause our results or future business, financial condition, results of operations, or performance to differ materially from our historical results or experiences or those expressed or implied in any forward-looking statements contained in this Proxy. Factors that could cause actual results or experiences to differ materially from that expressed or implied byProxy Statement. These risks and uncertainties include, but are not limited to: uncertainties regarding the forward-looking statements include uncertainties associated withseverity and duration of the pandemic and its impact on our business and the economy generally; clinical trial or commercial results or new product approvals and therapy adoption, particularly in Transcatheter Aortic Valve Replacement and Transcatheter Mitral and Tricuspid Therapies;adoption; inability or failure to comply with applicable regulations; unpredictability of product launches; competitive dynamics; changes to reimbursement for the company’sour products; the company’sour success in developing new products and avoiding manufacturing and quality issues; the impact of currency exchange rates; the timing or results of R&Dresearch and development and clinical trials; unanticipated actions by the U.S. Food and Drug Administration and other regulatory agencies; unexpected litigation impacts or expenses;expenses resulting from litigation or internal or government investigations; and other risks listed in Edwards’ Annual Report on Form10-K for the fiscal year ended December 31, 20192021 and our othersubsequent reports filed with the U.S. Securities and Exchange Commission, to which your attention is directed. These forward-looking statements speak only as of the date on which they are made and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of the statement. If we do update or correct one or more of these statements, investors and others should not conclude that we will make additional updates or corrections.

Edwards, Edwards Lifesciences, the stylized E logo, HemoSphere,ALLIANCE, CLASP, Edwards SAPIEN, Edwards SAPIEN 3, Edwards SAPIEN 3 Ultra, Edwards SAPIEN X4, INSPIRIS, INSPIRIS RESILIA, PARTNER, PARTNER 3, PASCAL,KONECT, KONECT RESILIA, MITRIS, MITRIS RESILIA, PROGRESS, RESILIA, SAPIEN, and SAPIEN 3, SAPIEN 3 Ultra, SAPIEN X4 and The EARLY TAVR Trial are trademarks of Edwards Lifesciences Corporation. All other trademarks are the property of their respective owners.

EDWARDS LIFESCIENCES CORPORATION

PROXY STATEMENT FOR THE

20202022 ANNUAL MEETING OF STOCKHOLDERS

GENERAL MEETING AND VOTING INFORMATION

Our Board is soliciting your proxy for use at the Annual Meeting to be held at 10:00 a.m. PT, on Thursday,Tuesday, May 7, 2020, at our corporate headquarters, located at One Edwards Way, Irvine, California 92614.3, 2022, which will be conducted virtually, via live webcast.

Unless the context otherwise requires, references in this Proxy Statement to “Edwards,” “the Company,” “we,” “our,” “us,” and similar terms refer to Edwards Lifesciences Corporation, a Delaware corporation.

Important Notice Regarding the Availability of Proxy Materials for theOur 2022 Annual Meeting of Stockholders Meeting to be Held on May 7, 20203, 2022

We are pleased to take advantage of U.S. Securities and Exchange Commission (the “SEC”) rules that allow us to furnish our proxy materials, including our 20192021 Annual Report and this Proxy Statement (the(together, the “Proxy Materials”), over the Internet. As a result, we are mailing to most of our stockholders a Notice of Internet Availability of Proxy Materials (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 athe Notice will receive a paper copy of the Proxy Materials by mail or an electronic copy of the Proxy Materials bye-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 20192021 Annual Report are available athttp:https://ir.edwards.com/annuals-proxies.cfmfinancials/annual-reports-proxies/default.aspx.

The Notice and the Proxy Materials are first being made available to stockholders on or about March 25, 2020.22, 2022.

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:

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Record Date and Stockholders List

The Board has fixed the close of business on March 13, 20209, 2022 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 ten10 days prior to and including the date of the meeting,Annual Meeting, at our corporate headquarters located at One Edwards Way, Irvine, California 92614. If you register in advance to attend the Annual Meeting, a list of stockholders as of the record date for the Annual Meeting also may be accessed during the virtual meeting by following the instructions received via email after you register for the meeting. Instructions on viewing the list of stockholders will be provided approximately one hour prior to the start of the Annual Meeting.

How to Attend

The Annual Meeting will be held on Tuesday, May 3, 2022 at 10:00 a.m. PT in a virtual-only meeting format, via live video webcast. To ensure the health and well-being of our stockholders, employees and Board during the pandemic, we have determined that the Annual Meeting will be held solely in a virtual meeting format via the Internet. You will be able to attend and participate in the Annual Meeting online by visiting www.proxydocs.com/EW and registering in advance of the meeting. See “Virtual Annual Meeting” above following the Notice of 2022 Annual Meeting of Stockholders for further information.

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 close of business on the record date, March 13, 2020.9, 2022. At the close of business on that date, 207,325,907621,316,637 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 set of the Proxy Materials. To ensure that all of your shares are voted, please submit your proxy or voting instructions for each account for which you have received a set of proxy materials.the Proxy Materials.

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:

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 submit your voting instructions and have your shares voted at the Annual Meeting. If you want to vote in person atvirtually during the Annual Meeting, you mustmay be required to obtain a legal proxy from your broker, bank or other nominee, and bring it toyou must also register in advance of the meeting.meeting at www.proxydocs.com/EW.

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 Technology Sarl Retirement Savings Plan, you will receive a request for voting instructions

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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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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, and votes such shares, upon at least one matter at the Annual Meeting.

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BOARD OF DIRECTORS MATTERS

PROPOSAL 1 – ELECTION OF DIRECTORS

General.    Our Board currently consists of eight directors forming onea single class of directors.

The Board has nominated the eight individuals identified below for election to the Board at the Annual Meeting, to serve for aone-year term until the next annual meeting of stockholders and until their respective successors are elected and qualified, or until their earlier resignation or removal.

The Board has nominated seven of our incumbent directors for election to the Board at the Annual Meeting. In accordance with the retirement policy in our Corporate Governance Guidelines, our Board did not nominate Wesley von Schack for election at the Annual Meeting. The Board also nominated Ms. Ramona Sequeira for election at the Annual Meeting. Ms. Sequeira is not currently a member of our Board and is standing for election to the Board for the first time at the Annual Meeting.

Each of the nominees standing for election is currently a director and was previously elected to the Board by our stockholders. Each of the director nominees 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.

Identification and Evaluation of Director Candidates.    Our Board carefully considers the skills, experiences, and diversity of its members as part of its robust director evaluation and Board refreshment process. Even though our Compensation and Governance Committee makes recommendations to the Board regarding candidates for election as directors of the Company, all members of the Board are very engaged in the process of, and discussions regarding, refreshment.

The Compensation and Governance 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 and Governance Committee also evaluates whether the candidate’s skills and experience are complementary to the existing Board members’ skills and experience, recognizing that the Board’s skills evolve in order to align with the Company’s strategy as well as emerging risks and opportunities. Some or all of the members of the Compensation and Governance Committee interview candidates that meet the criteria, and the Compensation and Governance Committee selects nominees that it believes best suit the needs of the Board. As a result of the Board’s thoughtful and deliberate process of refreshment, seven new directors have been added to the Board has appointed fivesince 2014, including two new directors since 2014. In addition, the Board has identified Ms. Sequeira, who as a Board nominee will stand for election for the first time at the Annual Meeting.in 2020. This process has involved the participation of all directors, taking advantage of their broad range of expertise and experience as part of the decision-making process.

The Board retained Spencer Stuart to commence a director search in 2018. Spencer Stuart identified potential candidatesCompensation and provided the Board with background information and its assessment of the qualifications of potential candidates, which included Ms. Sequeira. The Board then followed the evaluation and screening process discussed above, including reviewing the candidates against the formal criteria for selecting director nominees, and then discussed the potential candidates. The Board then met, discussed and selected Ms. Sequeira as a director nominee for the Annual Meeting.

The CompensationGovernance 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 Corporate Secretary of the Company at One Edwards Way, Irvine, California 92614. Submissions should include the information about the director candidate and the stockholder making the submission that would otherwise be required by Article I, Section 2(f) of our Bylaws if the stockholder was nominating the individual for election to our Board. Submissions received that meetinclude such information, and provided that the recommended candidate meets the criteria described below, are forwarded to the Compensation and Governance Committee for further review and consideration. The Compensation and Governance Committee may also request additional information concerning the director candidate that it deems reasonably required to determine the eligibility and qualification of the director candidate to serve on our Board. Stockholders suggesting director candidates for consideration by our Board in connection with the next annual meeting of stockholders should provide their submission no earlier than January 3, 2023 and no later than February 2, 2023. The Compensation and Governance Committee does not intend to evaluate candidates proposed by stockholders any differently thanfrom other candidates.

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Board Criteria and Diversity Policy.    Our Board, led by the Compensation and Governance Committee, is responsible for assessing, identifying, evaluating, and, ultimately, recommending to the stockholders, individuals qualified to be directors of the Company. We believe that diverse backgrounds and experiences strengthen Board performance and promote long-term stockholder value creation.

The Compensation Committee’sand Governance Committee charter sets forth the membership criteria against which potential director candidates are evaluated. These written membership criteria state that the Company “seeks a boardBoard with diversity of background among its members includingas determined by the Board in its business judgment, which may include diversity of experience, gender, race, ethnic or national origin, and age.age or other factors as the Board determines appropriate.” In performing this responsibility, the Compensation and Governance Committee considers women and minority candidates, consistent with the membership criteria and the Company’snon-discrimination policies.

The Compensation and Governance Committee also seeks director candidates and nominees with the following qualities:qualities, among other characteristics:

Of significant importance, the Compensation and Governance 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 and Governance 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 and Governance Committee and the Board believe that the nominating criteria have been satisfied. As a result, the Board believes its members represent diverse backgrounds and experience that are aligned with our Company’s strategy, including financial, industrial, entrepreneurial and international experience.

Board Evaluations.    The Board conducts an annual Board and Committee 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 focusing on each individual director’s personal interactions and skills. This is a robust process that culminates inone-on-one meetings during which peer feedback is provided to each director by the General Counsel. 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.

Further, before a Board Retirement Policy.    As set forth in the Corporate Governance Guidelines,member accepts a position on another public company’s board of directors, the Board has adopted a retirement policy that no director shall stand for election tomember informs the Board after reachingChairman and CEO as well as the age of 75. As a result of this retirement policy, Mr. von Schack will not stand for election to the Board at the Annual Meeting.Lead Independent Director.

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In addition to confirming there are no conflicts of interest with the internal legal and compliance functions, the Chairman and Lead Independent Director discuss with the other members of the Board whether there would be any reason for the Board member not to accept the position. The Board considers, among other things, the engagement of such Board member on the Board and reviews the aforementioned Board evaluations and peer reviews. In light of how critical a Board member’s focused engagement and time commitment is to the director’s ability to contribute and add value to the Company’s business and strategy, this process is intentionally comprehensive and rigorous.

Board Retirement Policy.    As set forth in the Corporate 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, except in special circumstances specifically approved by the Board.

In light of the robust process described above, our Board believes our nominees’ skills, expertise, and experience and their mix of qualifications and attributes strengthen our Board’s independent leadership and effective oversight of management.

Our Board strives to maintain a highly independent, balanced, and diverse setgroup of directors that collectively possesspossesses the expertise to ensureprovide proper oversight.

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BOARD OF DIRECTOR NOMINEES

		Michael A. Mussallem   Age:    6769 Director Since:    2000		Edwards Board Roles:Role:   •  Chairman of the Board
Select Professional Experience and Highlights:   •  Edwards Lifesciences Corporation   –  Chairman and CEO,Chief Executive Officer, 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, from 1979 to 1994   •  Advanced Medical Technology Association (AdvaMed)   –  Member of the Board, since 2001   –  Member of the Executive Committee, since 2006   –  Chairman, from 2008 to 2010   •  University of California, Irvine Foundation   –  Member of the Board of Trustees, since 2008   •  Leonard D. Schaeffer Center for Health Policy & Economics at the University of Southern California   –  Advisory Member of the Board, since 2014   •  Rose-Hulman Institute of Technology   –  Member of the Board of Trustees, since 2017				•  CEO Leadership Alliance –  Vice Chairman, since 2017 •California Healthcare Institute   –  Member of the Board, from 1996 to 2014   –  Chairman, from 2004 to 2005   •  Forum for Corporate Directors Hall of Fame   •  University of California Irvine Medal Award   •  The Phoenix Conference Lifetime Achievement Award   •  WomenHeart Excellence in Corporate Leadership Wenger Award   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, and he built an over a40-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 our Board’s strategic perspective, and enhanced his leadership of the Company and contributions to our Board.

		Martha H. Marsh   Age:    7173 Director Since:    2015		Edwards Board Roles:   •  Future  Lead Independent Director   •  Compensation and Governance Committee Member
Other Current Public Company Directorships:   •  AMN Healthcare Services, Inc., since 2010   –  Member of the Compensation and Corporate Governance Committees, since 2010 –  Chair of the Compensation Committee, since 2012   –  Member of the Compensation Committee, since 2010 –  Member of the Corporate Governance Committee, from 2010 to 2019 Other Public Company Directorships in Past Five Years:Previously Held:   •  Owens & Minor, Inc., from 2012 to 2019   •  Thoratec Corporation, from 2014 to 2015   Select Professional Experience and Highlights:   •  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 to 2002				•  University of California Davis Health System   –  Chief Operating Officer, from 1999 to 2002   •  University of Pennsylvania Health System   –  Senior Vice President for Professional Services and Managed Care, from 1996 to 1998   –  Vice President for Managed Care, from 1994 to 1996   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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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 corporate governance practices with current issues and trends in mind, the discussions we hold with our stockholders and advisersadvisors, 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 corporate governance practices and accountability to stockholders is described in the following chart.

WHAT WE DO
		Annual election of directors
		Board refreshment and director skill set aligned with corporate strategy
		Majority vote standard in uncontested elections, with director resignation policy
		Special stockholders meetings can be called by stockholders owning at least 15% of our outstanding shares
		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 annual meeting proxy statement
		Independent Board, all but our Chief Executive Officer
		Executive session of independent directors held at eachin-person Board and committee meeting
		Lead Independent Directorprovides strong independent leadership of our Board
		Retirement policy for directors
		Annual Board and committee self-evaluations and peer reviews
		Encourage continuing director education with designated annual reimbursement policy
		Formal director orientation and continuing education program
		Nonemployee directors expected to hold net shares upon vesting or exercise of equity awarded after 2011 until Board service ends
		Senior management succession planning considered at each regularly scheduled Board meeting
		Active stockholder engagement
		Robust code of ethics in our Global Business Practice Standards
		Board oversight of risk management
		Corporate sustainability reportand receipt of numerous recognitions for our sustainability practices
		“Clawback” policy for performance-based compensation

Active Stockholder Engagement Program.The Board and management are committed to engaging with Edwards’ stockholders and incorporating feedback into their decision-making processes. Throughout the year, our CEO, CFO and Vice President of Investor Relations meet, by phone andface-to-face, with current and prospective stockholders to discuss Edwards’ strategy, business and financial results. Our CFO, Corporate Secretary, and Vice President of Investor Relations, together with other members of management and from time to time, our Lead Independent Director, when appropriate, engage

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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). TheAfter review of information supplied in the director questionnaires which are provided on an annual basis, the Board has determined that each of Mr. Gallahue, Ms. Heisz, Dr. Link,Mr. LaViolette, Mr. Loranger, Ms. Marsh, Ms. Sequeira and Mr. Valeriani, and Ms. Sequeira is independent under the NYSE rules. Mr. Von Schack, who is not standingnominees for election at the Annual Meeting, is independent under the NYSE rules. In addition, Dr. Link, who retired from the Board immediately prior to our 2021 annual meeting of stockholders, was also independent under the NYSE rules.rules during the period of his service on the Board in 2021. Mr. Mussallem is not independent as a result of his position as our Chief Executive Officer.

In assessing the directors’ independence, the Board took into account certain relationships involving Mr. LaViolette and each of Corvia Medical, Inc. and Endotronix, Inc. (entities in which the Company currently has investments). The Board considered (i) Mr. LaViolette’s position as the chairman of the board of Corvia Medical and his less than 1% interest in Corvia Medical, Inc., and (ii) Mr. LaViolette’s position as chairman of the board of Endotronix, Inc., and his position as Managing Partner and Chief Operating Officer of SV Health Investors, LLC, which has a less than 10% investment interest in Endotronix, Inc., and concluded that the foregoing did not impair Mr. LaViolette’s independence.

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 Corporate 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 Corporate Governance Guidelines are available on our website atwww.edwards.com under “Investors—Corporate Governance.Governance & Sustainability—Governance—Governance Documents.”

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