SEC Comment Letter for Edwards Lifesciences Corp (EW) (CIK 0001099800) (EW) — Sep 22, 2022
Edwards Lifesciences Corp (EW) (CIK 0001099800)
Date: Sept. 22, 2022 · CIK: 0001099800 · Accession: 0000000000-22-010475
AI Filing Summary & Sentiment
File numbers found in text: 001-15525
Letter
United States securities and exchange commission logo September 22, 2022 Michael A. Mussallem Chief Executive Officer Edwards Lifesciences Corp One Edwards Way Irvine, California 92614 Re:Edwards Lifesciences Corp Definitive Proxy Statement on Schedule 14A Filed March 22, 2022 File No. 001-15525 Dear Mr. Mussallem: We have limited our review of your most recent definitive proxy statement to those issues we have addressed in our comments. Please respond to these comments by confirming that you will enhance your future proxy disclosures in accordance with the topics discussed below as well as any material developments to your risk oversight structure. For guidance, refer to Item 407(h) of Regulation S-K. Definitive Proxy Statement on Schedule 14A filed March 22, 2022 General 1.Please expand your discussion to explain how the experience of your Lead Independent Director is brought to bear in connection with your board’s role in risk oversight. 2.Please expand upon the role that your Lead Independent Director plays in the leadership of the board. For example, please enhance your disclosure to address whether or not your Lead Independent Director may: •represent the board in communications with shareholders and other stakeholders; •require board consideration of, and/or override your CEO on, any risk matters; or •provide input on design of the board itself. 3.Please expand upon how your board administers its risk oversight function. For example, please disclose: •the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or long-term) and how you apply different oversight standards based upon the immediacy of the risk assessed; •whether you consult with outside advisors and experts to anticipate future threats and
FirstName LastNameMichael A. Mussallem Comapany NameEdwards Lifesciences Corp September 22, 2022 Page 2 FirstName LastName Michael A. Mussallem Edwards Lifesciences Corp September 22, 2022 Page 2 trends, and how often you re-assess your risk environment; •how the board interacts with management to address existing risks and identify significant emerging risks; •whether you have a Chief Compliance Officer and to whom this position reports; and •how your risk oversight process aligns with your disclosure controls and procedures. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Amanda Ravitz at 202-551-3412 or Barbara Jacobs at 202-551-3735 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program
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United States securities and exchange commission logo
September 22, 2022
Michael A. Mussallem
Chief Executive Officer
Edwards Lifesciences Corp
One Edwards Way
Irvine, California 92614
Re:Edwards Lifesciences Corp
Definitive Proxy Statement on Schedule 14A
Filed March 22, 2022
File No. 001-15525
Dear Mr. Mussallem:
We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments.
Please respond to these comments by confirming that you will enhance your future proxy
disclosures in accordance with the topics discussed below as well as any material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed March 22, 2022
General
1.Please expand your discussion to explain how the experience of your Lead Independent
Director is brought to bear in connection with your board’s role in risk oversight.
2.Please expand upon the role that your Lead Independent Director plays in the leadership
of the board. For example, please enhance your disclosure to address whether or not your
Lead Independent Director may:
•represent the board in communications with shareholders and other stakeholders;
•require board consideration of, and/or override your CEO on, any risk matters; or
•provide input on design of the board itself.
3.Please expand upon how your board administers its risk oversight function. For example,
please disclose:
•the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or
long-term) and how you apply different oversight standards based upon the
immediacy of the risk assessed;
•whether you consult with outside advisors and experts to anticipate future threats and
FirstName LastNameMichael A. Mussallem
Comapany NameEdwards Lifesciences Corp
September 22, 2022 Page 2
FirstName LastName
Michael A. Mussallem
Edwards Lifesciences Corp
September 22, 2022
Page 2
trends, and how often you re-assess your risk environment;
•how the board interacts with management to address existing risks and identify
significant emerging risks;
•whether you have a Chief Compliance Officer and to whom this position reports; and
•how your risk oversight process aligns with your disclosure controls and procedures.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Amanda Ravitz at 202-551-3412 or Barbara Jacobs at 202-551-3735 with
any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program