Edwards Lifesciences Corp
For the period ended Sep 30, 2026. Filed Nov 4, 2026.
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Sep 30, 2026 · Filed Nov 4, 2026
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Item 5. Other Information
Rule 10b5-1 Trading Plans
As previously disclosed, on July 28, 2026, Bernard J. Zovighian, Chief Executive Officer and Director, entered into a 10b5-1 trading plan (the “Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. The Plan provides for the potential sale of 145,696 shares of the Company’s stock commencing November 9, 2026. The Plan terminates on the earlier of May 14, 2027 or the date all shares are sold.
Other than as noted above, none of our directors or Section 16 officers adopted orterminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements during the third quarter of 2026.
Executive Severance Plan
On November 3, 2026, the Compensation and Governance Committee of the Company’s Board of Directors (the “Committee”) approved the Edwards Lifesciences Corporation Executive Severance Plan (the “Severance Plan”) and approved the participation in the Severance Plan of each Corporate Vice President or more senior officer of the Company (including all of the Company’s named executive officers currently employed with the Company). As to each eligible executive who was previously covered by a Change-in-Control Severance Agreement with the Company (each, a “CIC Agreement”), the executive’s participation in the Severance Plan was conditioned on the executive’s agreement to terminate the executive’s CIC Agreement, and all of the Company’s CIC Agreements with eligible executives will be so terminated as executives accept participation in the Severance Plan.
The Severance Plan provides for certain severance benefits if a participant’s employment with the Company and its subsidiaries is terminated by the participant’s employer other than for “Cause” (as defined in the Severance Plan) or by the participant for “Good Reason” (as defined in the Severance Plan).
If such a termination of a participant’s employment occurs, and the participant timely provides the Company with a general release of claims, the participant will receive the following benefits:
a pro-rated target annual incentive for the year in which such termination of employment occurred;
a lump sum severance benefit equal to the sum of (a) the participant’s annual base salary rate multiplied by the participant’s Severance Multiplier, plus (b) the participant’s target annual incentive amount under the bonus plan in which he or she participates multiplied by the participant’s Severance Multiplier; and
payment or reimbursement of the participant’s premiums to continue healthcare coverage under COBRA for a number of months up to 12 months multiplied by the participant’s Severance Multiplier.
However, if such a termination of a participant’s employment occurs in the period of time (1) commencing on the earlier of six months before a Change in Control (as such term is defined in the Severance Plan) of the Company or the date a definitive agreement is entered into by the Company for a transaction that results in such a Change in Control (but not more than 18 months before such a Change in Control) and (2) ending 24 months after such a Change in Control, and provided the participant timely provides the Company with a general release of claims, the participant will receive the following benefits instead of the benefits described in the preceding paragraph:
a pro-rated target annual incentive for the year in which such termination of employment occurred;
a lump sum severance benefit equal to (a) the sum of the participant’s annual base salary rate (at the highest rate in effect with the Company in the preceding 12 months) plus the participant’s target annual incentive amount under the bonus plan in which he or she participates (or, if greater, the participant’s actual annual incentive amount for the preceding fiscal year under the bonus plan in which he or she participates), multiplied by (b) the participant’s Change in Control Severance Multiplier;
payment or reimbursement of the participant’s premiums to continue healthcare coverage under COBRA for a number of months up to 12 months multiplied by the participant’s Change in Control Severance Multiplier;
certain outplacement services not to exceed $50,000; and
all long-term incentive awards granted by the Company to the participant that are outstanding and unvested immediately prior to such termination of the participant’s employment shall become fully-vested, provided that any long-term incentive award which includes performance-based (in addition to time-based) vesting requirements may include specific provisions regarding a termination of employment in connection with a Change in Control or similar event and, in such event, such specific provisions applicable to the award will control.
As to the Company’s Chief Executive Officer, Chief Financial Officer, and its other named executive officers who are still employed with the Company, the applicable severance multipliers are as follows: for Bernard J. Zovighian, the Company’s Chief Executive Officer, his Severance Multiplier is 2.0 and his Change in Control Severance Multiplier is 3.0; for Doretta Mistras, the Company’s Corporate Vice President, Chief Financial Officer, and for each of the Company’s other named executive officers participating in the Severance Plan (other than Mr. Bobo), their Severance Multiplier is 1.0 and their Change in Control Severance Multiplier is 2.0; for Donald E. Bobo, Jr., the Company’s Corporate Vice President, Strategy & Corporate Development, his Severance Multiplier is 1.37 (set higher than the Severance Multiplier for other named executive officers generally because of the level of severance benefits that would apply to him under the Company’s general severance policy based on his years of service to the Company, and provided that his Severance Multiplier for purposes of calculating the target annual incentive component of his lump sum severance benefit is 1.0) and his Change in Control Severance Multiplier is 2.0.
The Severance Plan does not include a tax “gross-up” provision. Instead, if any payment or benefit received by a participant in the Severance Plan in connection with a change in control of the Company would have been subject to excise taxes under Section 280G of the Internal Revenue Code, such payments and benefits will either be reduced (but not below zero) as necessary to avoid the participant incurring any such excise tax or be paid in full (with the participant paying any excise tax due), whichever places the participant in the best after-tax position (taking into account federal, state and local income taxes and the excise tax).
The Severance Plan has an initial three-year term set to expire on November 3, 2029; provided (1) on November 3, 2028 and each anniversary of that date, the term of the Severance Plan will be extended for an additional year unless the Company has provided notice to the Plan participants that the term will not be extended (or further extended, as the case may be), and (2) if a Change in Control occurs during the term of the Severance Plan then in effect, the term of the plan will not terminate earlier than the second anniversary of such Change in Control. The Committee may amend the Severance Plan at any time, but no amendment may materially and adversely affect the rights of a participant without the participant’s consent.
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