Engagement on Independent Chairman Stockholder Proposal
In 2019, a stockholder proposed that Edwards separate the Chairman of the Board and Chief Executive Officer positions to require that the Chairman position be held by an independent director. The stockholder wrote that the proposal was required because Edwards did not have a lead independent director at the time and an independent Chairman would be best able to build up the oversight capabilities of the Board
Edwards recommended against this proposal for many reasons including that, in response to stockholder feedback, it had already created a Lead Independent Director role, with duties that included, among other things, approving Board meeting agendas and schedules, providing feedback to management and advice to the CEO and participating in the company’s stockholder outreach. In addition, all members of the Board were already independent directors, other than the CEO, with Board committees comprised solely of independent directors. As set forth in the Corporate Governance Guidelines, the independent directors evaluated the Board’s leadership on a regular basis and assessed the performance of the Lead Independent Director annually. Further, the independent directors spent time with company executives and had the freedom to access all employees and make site visits to meet local management.
The Board believed, and continues to believe, that the current leadership structure is in the best interest of Edwards since it provides strong independent oversight from a Lead Independent Director and strong leadership and continuity of expertise in Edwards business operations and governance from the Chairman. For more details, please see Proposal 4 to the 2019 Proxy Statement, pp. 60-62, DEF 14A, filed 3/27/2019.