Edwards Lifesciences Corp

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. )

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☒ Definitive Proxy Statement

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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 One Edwards WayIrvine, California 92614Phone: 949.250.2500www.edwards.com

Joint Message from Our Independent Chair and Chief Executive Officer

March 26, 2025

Dear Fellow Stockholders:

On behalf of the Edwards Board of Directors, it is our pleasure to invite you to attend our 2025 Annual Meeting of Stockholders.

We had a strong 2024 as we took strategic steps to advance Edwards' leadership in structural heart innovation. This past year was marked by significant milestones within our three product groups: Transcatheter Aortic Valve Replacement (TAVR), Transcatheter Mitral and Tricuspid Therapies (TMTT) and Surgical Structural Heart. TAVR growth was reinforced by our leading SAPIEN technology and the EARLY TAVR data. TMTT's contribution was accelerated by PASCAL and EVOQUE, and our Surgical business continued its long-term performance. Also, in 2024, we sold our Critical Care product group, allowing us to sharpen our strategic focus, invest in our business and return capital to stockholders through share repurchases. We completed acquisitions in therapeutic areas that reflect our commitment to advancing patient care.

As we have sharpened our commitment on structural heart, we have ensured that our Board possesses the knowledge, experience and expertise necessary to enable our patient-focused innovation strategy and promote long-term stockholder value creation. In 2024, we welcomed Leslie Davis, President and CEO of the University of Pittsburgh Medical Center, who brings extensive healthcare experience, and David Feinberg, Chairman of Oracle Health, Inc., who has a strong background in health system and health information technology services management.

Leslie and David each bring three decades of leadership experience in relevant industries, complementing our existing directors’ backgrounds. Our Board’s ongoing refreshment ensures that we incorporate diverse perspectives while maintaining the institutional knowledge and expertise that has allowed Edwards to deliver exceptional results for nearly 25 years.

As we look ahead into 2025 and beyond, with the dedication of our almost 16,000 employees and their unwavering commitment to patients and sustainable long-term growth, we remain focused on delivering life-changing structural heart innovations for those who need it most. We will accomplish this through our TAVR, TMTT and Surgical businesses, as well as emerging opportunities with the expansion of our portfolio into new therapeutic areas: structural heart failure, aortic regurgitation, and the development of next-generation technologies such as SAPIEN M3.

On behalf of the Board, the executive team, and all of our employees, thank you for your continued support of Edwards and structural heart patients around the world.

Sincerely,

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

Matters to be voted on at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”)

1. Election of nine director nominees named in the attached Proxy Statement to serve until our next annual meeting of stockholders and until their respective successors are duly elected and qualified

2. Approval, on an advisory basis, of the named executive officer compensation disclosed in the attached Proxy Statement

3. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025

4. Approval of the Amendment and Restatement of the Company’s 2001 Employee Stock Purchase Plan for United States Employees (the “U.S. ESPP”) to Increase the Total Number of Shares of Common Stock Available for Issuance under the U.S. ESPP by 4,200,000 Shares

5. Approval of the Amendment and Restatement of the Company’s 2001 Employee Stock Purchase Plan for International Employees (the “International ESPP”) to Increase the Total Number of Shares of Common Stock Available for Issuance under the International ESPP by 1,460,000 Shares

6. Other business as may properly come before the Annual Meeting, and any postponement or adjournment of the Annual 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 11, 2025, 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.

By Order of the Board of Directors,

Linda J. Park

Senior Vice President, Associate General Counsel,

Corporate Secretary and Corporate Impact Lead

March 26, 2025

Important notice regarding the availability of proxy materials for our

2025 Annual Meeting of Stockholders to be held on May 8, 2025

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. We believe that the virtual-only meeting format will give stockholders the opportunity to exercise the same rights as attending an in-person meeting. We believe that the changed format will also enhance stockholder access and encourage participation and communication with our Board of Directors and management while also increasing efficiencies in our process. 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

•Only stockholders of record and beneficial owners of shares of our common stock as of the close of business on March 11, 2025, the record date, may attend and participate in the Annual Meeting, including voting and asking questions during the virtual Annual Meeting. You will not be able to attend the Annual Meeting physically in person.

•In order to attend the Annual Meeting, you must register in advance of the meeting at www.proxydocs.com/EW. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions during the Annual Meeting.

•As part of the registration process, you must enter the control number located on your proxy card, voting instruction form, or Notice of Internet Availability. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will also need to enter your uniquely assigned control number at www.proxydocs.com/EW as part of the registration process.

•If you were a stockholder as of the close of business on March 11, 2025, the record date, you may vote shares held in your name as the stockholder of record or shares for which you are the beneficial owner but not the stockholder of record electronically during the Annual Meeting through the online virtual annual meeting platform by following the instructions provided when you log onto the online virtual annual meeting platform.

•On the day of the Annual Meeting, Thursday, May 8, 2025, stockholders may begin to log onto the virtual-only Annual Meeting beginning at 9:50 a.m. local (Pacific) time, and the Annual Meeting will begin promptly at 10:00 a.m. local (Pacific) time. Please allow ample time for online login.

•We will have technicians ready to assist you with any technical difficulties you may have while accessing the Annual Meeting. If you encounter any difficulties accessing the virtual-only Annual Meeting platform, including any difficulties voting or submitting questions, you may call the technical support number that will be posted in your instruction email.

QUESTIONS AT THE VIRTUAL ANNUAL MEETING

•Stockholders of record and beneficial owners as of the close of business on March 11, 2025, the record date, will have the ability to submit questions before and during the Annual Meeting. During a designated question and answer period at the Annual Meeting, we will respond to appropriate questions submitted by stockholders.

•We will respond to as many stockholder-submitted questions as time permits, and any questions that we are unable to address during the Annual Meeting will be published and addressed on our website following the meeting, with the exception of any questions that are irrelevant to the purpose of the Annual Meeting or that contain inappropriate or derogatory references which are not in good taste. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

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, as amended. We intend the forward-looking statements contained in this Proxy Statement to be covered by the safe harbor provisions of such Acts. Statements other than statements of historical or current fact in this Proxy Statement or referred to or incorporated by reference into this Proxy Statement are “forward-looking statements” for purposes of these safe harbor provisions. 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,” or other forms of these words, or similar words or expressions or the negatives thereof. Statements regarding 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,” "potential," "possible," “diligence,” “industry-leading,” “compliant,” “indications,” “early feedback” or other forms of these words or similar words or expressions or the negatives thereof. 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 Statement. These risks and uncertainties include, but are not limited to, our ability to realize the anticipated benefits of the sale of our Critical Care product group; our ability to develop new products and avoid manufacturing and quality issues; risks or challenges related to integrating acquired businesses; clinical trial or commercial results or new product approvals and therapy adoption; the impact of domestic and global conditions; dependence on physicians, research institutions and hospital systems; competition in the markets in which we operate; our reliance on vendors, suppliers, and other third parties; damage, failure or interruption of our information technology systems; the impact of public health crises; consolidation in the healthcare industry; our ability to protect our intellectual property; our compliance with applicable regulations; our exposure to product liability claims; use of our products in unapproved circumstances; changes to reimbursement for our products; the impact of currency exchange rates; unanticipated actions by the United States Food and Drug Administration and other regulatory agencies; changes to tax laws; unexpected impacts or expenses of litigation or internal or government investigations and other risks detailed in Edwards’ Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and our subsequent reports filed with the United States 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, except as required by law. 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, except as required by law.

Edwards, Edwards Lifesciences, the stylized E logo, CLASP, CLASP II, EARLY TAVR, Edwards SAPIEN, Edwards SAPIEN 3, Edwards SAPIEN 3 Ultra, Endotronix, EVOQUE, PASCAL, PROGRESS, RESILIA, SAPIEN, SAPIEN 3, SAPIEN 3 Ultra, TRISCEND, and TRISCEND II are trademarks of Edwards Lifesciences Corporation or its affiliates. All other trademarks are the property of their respective owners.

Website References

You may also access additional information about Edwards at https://ir.edwards.com/. References to our website throughout this Proxy Statement are provided for convenience only and the content on our website does not constitute a part of, and shall not be deemed incorporated by reference into, this Proxy Statement.