SEC Company Response from Edwards Lifesciences Corp (EW) (CIK 0001099800) (EW) — Oct 28, 2022
Edwards Lifesciences Corp (EW) (CIK 0001099800)
Date: Oct. 28, 2022 · CIK: 0001099800 · Accession: 0001193125-22-272455
AI Filing Summary & Sentiment
File numbers found in text: 001-15525
Referenced dates: September 22, 2022
Letter
VIA EDGAR Division of Corporation Finance RE: Edwards Lifesciences Corp Definitive Proxy Statement on Schedule 14A Filed March 22, 2022 File No. 001-15525
Dear Mses. Ravitz and Jacobs,
On behalf of Edwards Lifesciences Corporation (which we refer to as “we” or the “Company”), this letter sets forth the Company’s responses to the comments of the staff of the Securities and Exchange Commission (the “Staff”) set forth in your letter dated September 22, 2022, regarding the Company’s above-referenced Definitive Proxy Statement on Schedule 14A. For your convenience, each of the Staff’s comments precedes the Company’s response.
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.
Response:
We acknowledge the Staff’s comment and will enhance the discussion in the Company’s next annual proxy statement in accordance with the Staff’s comment.
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.
Response:
We acknowledge the Staff’s comment and will enhance the discussion in the Company’s next annual proxy statement in accordance with the Staff’s comment.
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 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.
Response:
We acknowledge the Staff’s comment and will enhance the discussion in the Company’s next annual proxy statement in accordance with the Staff’s comment. As requested by the Staff in its letter, we also confirm that we will address in the Company’s next annual proxy statement any material developments to the Company’s risk oversight structure.
********
If you have any questions regarding the foregoing, please contact the undersigned by phone at (949) 250-5911 or by email at linda_park@edwards.com.
Sincerely,
/s/ Linda J. Park
Show Raw Text
CORRESP 1 filename1.htm CORRESP October 28, 2022 VIA EDGAR U.S. Securities & Exchange Commission Division of Corporation Finance 100 F Street, NE Mail Stop 3561 Washington, D.C. 20549 Attn: Amanda Ravitz Barbara Jacobs RE: Edwards Lifesciences Corp Definitive Proxy Statement on Schedule 14A Filed March 22, 2022 File No. 001-15525 Dear Mses. Ravitz and Jacobs, On behalf of Edwards Lifesciences Corporation (which we refer to as “we” or the “Company”), this letter sets forth the Company’s responses to the comments of the staff of the Securities and Exchange Commission (the “Staff”) set forth in your letter dated September 22, 2022, regarding the Company’s above-referenced Definitive Proxy Statement on Schedule 14A. For your convenience, each of the Staff’s comments precedes the Company’s response. 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. Response: We acknowledge the Staff’s comment and will enhance the discussion in the Company’s next annual proxy statement in accordance with the Staff’s comment. 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; 1 • require board consideration of, and/or override your CEO on, any risk matters; or • provide input on design of the board itself. Response: We acknowledge the Staff’s comment and will enhance the discussion in the Company’s next annual proxy statement in accordance with the Staff’s comment. 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 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. Response: We acknowledge the Staff’s comment and will enhance the discussion in the Company’s next annual proxy statement in accordance with the Staff’s comment. As requested by the Staff in its letter, we also confirm that we will address in the Company’s next annual proxy statement any material developments to the Company’s risk oversight structure. ******** If you have any questions regarding the foregoing, please contact the undersigned by phone at (949) 250-5911 or by email at linda_park@edwards.com. Sincerely, /s/ Linda J. Park Linda J. Park Senior Vice President, Associate General Counsel cc: Michael A. Mussallem, Chairman and Chief Executive Officer Arnold Pinkston, Corporate Vice President, General Counsel 2