Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On May 11, 2023, the Board of Directors (the "Board") of Edwards Lifesciences
Corporation, a Delaware corporation (the "Company"), approved an increase in
Bernard J. Zovighian's base salary level to $1,050,000 annually and increased
his incentive pay objective under the Company's annual cash incentive plan to
$1,470,000 in connection with Mr. Zovighian's previously disclosed appointment
as Chief Executive Officer of the Company, in each case effective May 11, 2023.


Item 5.03     Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year

On May 11, 2023, the Company held its 2023 Annual Meeting of Stockholders (the
"Annual Meeting"), at which stockholders approved an amendment (the "Amendment")
to the Company's Amended and Restated Certificate of Incorporation to provide
for exculpation of officers as permitted by the Delaware General Corporation
Law. The Amendment became effective immediately upon filing with the Secretary
of State of the State of Delaware on May 12, 2023. The Amendment is filed as
Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by
reference.


Item 5.07     Submission of Matters to a Vote of Security Holders

The final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting held on May 11, 2023 are as follows:



(i)  Proposal 1: All the nominees for director listed in Proposal 1 were elected
to serve until the Company's next annual meeting of stockholders and until their
respective successors are duly elected and qualified as set forth below:

Nominee                               For                Against            Abstain          Broker Non-Votes
Kieran T. Gallahue                473,227,527.92        6,591,135.00       1,377,175.48          35,121,526.09
Leslie H. Heisz                   472,196,853.92        7,153,041.00       1,845,943.48          35,121,526.09
Paul A. LaViolette                465,426,799.92       14,400,869.00       1,368,169.48          35,121,526.09
Steven R. Loranger                473,116,086.92        6,695,761.00       1,383,990.48          35,121,526.09
Martha H. Marsh                   465,653,489.92       14,193,786.00       1,348,562.48          35,121,526.09
Michael A. Mussallem              458,380,614.92       20,997,027.00       1,818,196.48          35,121,526.09
Ramona Sequeira                   474,590,055.92        5,186,368.00       1,419,414.48          35,121,526.09
Nicholas J. Valeriani             459,189,960.92       20,660,281.00       1,345,596.48          35,121,526.09
Bernard J. Zovighian              477,740,715.92        2,088,465.00

1,366,657.48 35,121,526.09

(ii) Proposal 2: The advisory proposal regarding the Company's named executive officer compensation was approved as set forth below:



     For            Against      Abstain   Broker Non-Votes

438,121,670.30 43,074,168.09 0 35,121,526.09




(iii)  Proposal 3: The advisory proposal regarding the frequency of advisory
votes on named executive officer compensation was approved with one year as the
preferred frequency of the Company's future votes on named executive officer
compensation as set forth below:

   ONE YEAR      TWO YEARS    THREE YEARS      Abstain      Broker Non-Votes
473,620,547.39   302,301.00   5,670,700.00   1,602,290.00    35,121,526.09


Based on the voting results for Proposal 3, the Company will include an advisory
proposal regarding the Company's named executive officer compensation in its
proxy materials every year for each annual meeting of stockholders.

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(iv)  Proposal 4: Ratification of the appointment of PricewaterhouseCoopers LLP
as the Company's independent registered public accounting firm for the fiscal
year ending December 31, 2023 was approved as set forth below:

     For            Against        Abstain      Broker Non-Votes

476,773,551.50 38,169,658.00 1,374,155.00 0

(v) Proposal 5: The amendment of the Company's Certificate of Incorporation to provide for exculpation of officers as permitted by the Delaware General Corporation Law was approved as set forth below:



     For            Against      Abstain   Broker Non-Votes
418,466,793.81   97,850,570.68      0             0

(vi) Proposal 6: The stockholder proposal regarding an independent board chairman policy was not approved as set forth below:



     For            Against       Abstain   Broker Non-Votes

110,198,965.08 370,996,873.31 0 35,121,526.09

Item 9.01. Financial Statements and Exhibits



(d)   Exhibits.



Exhibit
  No.       Description

3.1           Certificate of Amendment of Amended and Restated Certificate of
            Incorporation

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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