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Edwards Lifesciences Corp (NYSE:EW)

Annual Meeting of Stockholders Conference Call

May 10, 2012 at 1:00 pm ET

Executives

Michael A. Mussallem – Chairman and Chief Executive Officer

Lisa Berg – Illinois State Board of Investment

Michael A. Mussallem

Welcome, good morning everyone. This is the 2012 Annual Meeting of Stockholders for Edwards Lifesciences. I am Mike Mussallem, I’m the Chairman and CEO, and I’m going to be chairing this meeting. I’d now like to call the meeting for order. I’m really pleased to welcome you here today, and I want to say how much we appreciate your continued support of Edwards Lifesciences.

As you may have seen, 2011 was a very good year for our company; we delivered another year of strong performance, a number of significant achievements. It was also a big year of investment for us, it’s a lot into R&D, we’ve done a lot into our organization in preparing for 2012 and beyond. And even with all that delivered some real earnings results.

We also continue to support the communities in which we live and work. We support cardiovascular disease, research and education and community causes through our Edwards Lifesciences charitable fund. We provided significantly more grants from the fund in 2011 than we’ve had in the past, we now in fact able to 50 countries. The activities are explained in our annual philanthropy report and if you haven’t seen that there is copies outside, I encourage you to take a look at it, it’s also on our website.

Little later around in the meeting, I have more to say about how Edwards performed in 2011, as well as how we’re doing in 2012, and how much I look forward to this year and the years ahead, but first let me find out that many of our life-saving technologies are on display around the room and if haven’t had a chance to already take a look, I’d ask you to please do that. Each of the stations are chaired by some just incredible Edwards Life sciences employees to be happy to tell you about it.

So, now let me move on to the business portion of today’s meeting. I bring to your attention that these proceedings are being recorded and broadcast live on the internet and so there will be webcast that will be available on our website after the call.

An agenda and the rules of conduct for the meeting have been placed at the table in front of you. If you haven’t received the copy, just raise your hand and we will get to you now. Anybody need one? Okay.

Denise Botticelli is our Associate General Counsel and Secretary of the company. She will act as the secretary of the meeting. She’s reported to me that the notice of this meeting was duly given to all shareholders of [yesterday] as established by the Board, list of those shareholders have been available at the company’s headquarters for the past 10 days and it’s available now for examination by any stockholder with a proper purpose.

A preliminary report of the [inspectors] elections indicate that a majority of the shares entitled to vote at this meeting are represented here and a quorum is present. So now let me speak briefly about our Corporate Governance and then introduce to you our Board of Directors. The company established sound Corporate Governance principles one really created as an independent company back in 2000 and we continue to maintain a progressive Corporate Governance position.

All of your outside directors are independent, each of them understand the value of good Corporate Governance, the Board of Directors has adopted Corporate Governance guidelines, the guidelines and the dialogues of the company and the charters of the committees and of the board are periodically updated and improved and also certainly confirm with the New York Stock Exchange and the SEC requirements. All those documents are available in the company website and upon request to my corporate secretary.

At this time, I’d like to introduce the Directors and your company, when I call your name if you would please stand. John Cardis, former National Managing Partner of Global Strategic Clients at Deloitte & Touche. John is the Chairman of our audit and public policy committee and director of Avery Dennison Company. Bob Ingram, he is the General Partner at Hatteras Venture Partners and the former Vice Chairman of pharmaceutical GlaxoSmithKline.

Bob is also the lead Director of the Board for Valeant Pharmaceuticals and Chairman of the Board of Elan Corporation and Director of Allergan. Bill Link, is the Managing Director and Co-founder of Versant Ventures. Bill is the Founder, Chairman and CEO of Chiron Vision, which was later sold to Bausch & Lomb and he also founded a company that became Advanced Medical Optics that was later sold to Abbott Laboratory. David Pyott, Chairman, CEO and President of Allergan, he also serves on the Board and on the executive committee of both California Healthcare Institute and the Biotechnology Industry Organization, and the board of the Irvine Business School, a Trustee of Chapman University and served as Director of Avery Dennison Company. Thank you David.

Wes von Schack, Wesley is the former President, Chairman and CEO of Energy East Corporation. He is our Presiding Director. Wesley is also the Lead Director and Chairman of the Executive Committee of the Bank of New York Mellon, Chairman of the Board of AEGIS Insurance Services, and a Director of Teledyne Technology.

Now standing for elections for the Board of Directors this year are; Mike Bowlin, Mike’s the former Chairman and CEO of Atlantic Richfield Company. He is the Chairman of our Compensation and Governance Committee and also a Director of FMC Technologies.

And Barbara McNeil; she is the chair of the Department of Health Care Policy at Harvard Medical School and is also a Professor of Radiology at both the Harvard Medical School and the Brigham and Women's Hospital in Boston and I’m also up for reelection this year. So I would like to say that I’m very proud of the strength, the diversity, and the experience of during the time of board, and I’d like to thank each one of the director for their dedication, their commitments, and their time and energy that they devote to serving Edwards and its shareholders.

Now let me introduce your Executive leadership team for the company, when I call your names, would you please rise. Tom Abate, our Chief Financial Officer, Don Bobo, Head of our Surgical Heart Valve business; Bruce Garren, Head of Public Affairs, also Special Counsel; John Kehl, responsible for Strategy and Business Development; Rich Lunsford, responsible for our Cardiac Surgery Systems business; Paul Redmond, Head of our Global Corporate Operations; Rob Reindl, Head of Human Resources; Stan Rowe, Head of Advanced Technology, also our Chief Scientific Officer; Carlyn Solomon, Head of Critical Care and Vascular, and also responsible for quality and regulatory matters; Patrick Verguet, responsible for our regions in Europe, Middle East, Africa and Canada; Huimin Wang, responsible for our regions in Japan, Asia Pacific and Latin America; Aimee Weisner, our General Counsel; Larry Wood, responsible for our Transcatheter Valve, and John McGrath who heads Quality, Regulatory and Clinical is not here today, he is attending his daughter’s college graduation, and we wish him the best.

Our executive management team is very talented and experienced, and this group of individuals is really united in their dedication to achieving the company’s goals. Each of these leaders really lives the value of Our Credo, I would like to thank them for they’ve accomplished to help make Edward so successful.

Now, also joining us today is Kelley Watts from PricewaterhouseCoopers, the independent auditor of the company. Mr. Watts will be available to respond to any questions a little later on in the meeting. [Janice DuMouchelle] and John Ruocco, seated over here. He is the Account Manage from Computershare, our transfer agent, as they have been appointed and duly (inaudible) of the Inspectors of Election for the meeting.

Now I’d like to move on to the main business of the meeting. In the interest of time, we’d ask that certain shareholders move and second each of management’s proposal after all items have been presented, there is going to be an opportunity for discussion regarding the proposal. The polls are now open, well the holders of any undelivered proxies please hold them up so they can be picked up at this time. Another over here. Anyone wishing to vote may do so by ballot, if you’ve already voted by proxy there is no need to vote by ballot, if you wish to change your votes though, you can do that. Please raise your hand and get another ballot.

Okay, we’ll now proceed on to the first item on the agenda. The first item of business is the election of three directors, each for a three-year term, the nominees are Mike Bowlin, Barbara McNeil and me. And the Board of Directors recommends a vote for each of the three nominees, is there a motion and a second to nominees is individual.

Thank you, Scott. Thanks, Bob. Since there’s notice of any other nominees they were received in accordance with the bylaws of the company, nomination for the Board of Directors are now closed.

The second item of business is the amendment and restatement of the company's long-term stock incentive compensation plan. The Board of Directors recommend a for vote for this proposal. Is there a motion and second to amend and restate this program.

Thank you, Catherine. Thank you, Michael. The third item of the business is an advisory proposal of the compensation of the company’s named Executive Officer. The Board of Directors recommend a vote for this proposal, and can I have a motion and a second?

Thank you, Alvin. Thank you, [Ashley]. The fourth item of business is the ratification appointment of PricewaterhouseCoopers as Company’s Independent Registered Public Accounting Firm for 2012. The Board of Directors recommends to vote for this proposal, is there a motion and a second for the appointment? Thank you, Dale. Thank you, Steve.

The fifth item of business is consideration a stockholder proposals to declassify the Board. Our Board of Directors makes no recommendation regarding this proposal. I now ask that the proponents or qualified representative to present this proposal, and ask that you limit your remarks to three minutes.

Lisa Berg

Good morning. My name is Lisa Berg, and I represent the Illinois State Board of Investment. Proposal to Repeal Classified Board resolved by shareholders of Edwards Lifesciences Corporation urge the Board of Directors to take all necessary steps other than any steps that must be taken by shareholders to eliminate the classification of the Board of Directors, and to require that all Directors elected at or after the Annual Meeting held in 2013 be elected on an annual basis.

Implementation of this proposal should not prevent any Director elected prior to the annual meeting held in 2013 from completing the term for which such Director was elected. This resolution was submitted by the Illinois State Board of Investment. The Illinois State Board of Investment was represented and advised by the Harvard Law School Shareholder Rights Project.

The resolution urges the Board of Directors to facilitate a declassification of the Board. Such a change would enable shareholders to register their views on the performance of all Directors at each annual meeting. Having Directors stand for elections annually makes Directors more accountable to shareholders, and could thereby contribute to improving performance and increasing firm value. Please vote for this proposal to make Directors more accountable to shareholders. Thank you.

Michael A. Mussallem

Thank you, Lisa.

Unidentified Company Representative

Is there emotion in the second service proposal? Okay, all right. The final item of this is consideration of a stockholder performance we are limiting to eliminate super majority votes. the board of directors recommends to vote against this proposal. I now ask the proponents or qualified representatives to present this proposal and again, I ask you to please limit your remarks to three minutes, please proceed with the microphone.

Unidentified Company Representative

Good morning, my name is (inaudible) and I’m speaking on behalf of John today. Shareholders request that our board take the steps necessary so that each shareholder voting requirement in our charter and bylaws that calls for greater than simple majority vote be changed to require a majority of the votes cast and against the proposal, or a simple majority in compliance with applicable laws.

Shareowners are willing to pay a premium for shares of corporations that have excellent corporate governance with the majority voting requirements have been found to be one of six entrenching mechanisms that are negatively related to company performance. Source: "What Matters in Corporate Governance?" by Lucien Bebchuk, Alma Cohen and Allen Ferrell, Harvard Law School, Discussion Paper No. 491 (September 2004, revised March 2005).

This proposal topic won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, McGraw-Hill and Macy’s. The proponents of this proposals included William Steiner and James McRitchie.

Please encourage our board to respond positively to this proposal to initiate the improved governance we deserve: Adopt Simple Majority Vote – Yes on 6. Thank you.

Unidentified Company Representative

Thank you, [Mary]. Is there emotions in the second service proposal. Okay, now ladies and gentleman, I would like to open the floor to discussion, if you have a question that’s related just to these proposals, please stand and proceed with the nearest microphone. There is going to be time later on in the meeting for general questions or comments in the interested time, if anyone does have any comments we ask you to please keep them within three minutes.

Okay, and do we have any proxies or ballots that still need to collected, I think we don’t. Thanks everybody, I hereby declare the poll closed. I’ll announce the results of the voting little later on in the meeting.

And at this time, I’d like report on some of the highlights from the last year and also mention how 2012 is shaping up so far. So, if you just refer to the screens, I’m going to be making some forward-looking statements and actually we do that in incurred risk. Those are fully disclosed and we have to just keep that in mind that whenever we are talking about the future there is always uncertainties and risks involved. And also sometimes we use non-GAAP measures to help the financial to be a little clear, also the complete reconciliation table, so those non-GAAP measures that are available on our website and also filed with SEC.

So just to look back at 2011, an awful lot of accomplishments that the company felt very good about. In our surgical heart valve business, we continue to see the adoption of our premium products. We really have best-in-class products within this categories. And in addition to that we’ve had some new things coming, the new intuitive valve, which is a rapid deployment valve system, which is very novel and we are very excited about, a lot progress in ’11, and also a new tissue treatment program, which is going to be very important for Edwards on a long-term basis called GLX.

We also were able to introduce our latest Magna Ease valve in Japan. And at this point, Japan has our most current technology, which is a big step forward. A lot of progress in transcatheter heart valves; we are making progress and escalates; built a sales team to be able to a launch in the U.S., gained approval in the U.S. and actually got the product launched by the end of the year. So a bigger complex that’s around.

At the same time, we have a product that is more modern the SAPIEN XT valves that continues to grow very rapidly outside the U.S. particularly in Europe and we gain visibility, it’s a brand new program. So it’s going to next generation transcatheter heart valves, one called SAPIEN 3, another one called CENTERA. So we will come to the marketplace much later that has tremendous advantages over what’s available today.

In critical care, we continue to expand our leadership; we have a new platform called EV1000 VolumeView, which is much more intuitive for the people who use it. If you haven’t seen it, its available here, just take a look for anybody who is here present with us.

We also are just continuing to increase the use of our advanced monitoring products. And the idea here if you could help clinicians to make their decisions then they could patients rather than ever before. And this is so important for people that are going through surgeries and people that are in ICUs.

And finally, - finally that our critical care product are being adapted at a far more rapid pace in the emerging markets, in many cases places like China and other place where they haven’t been able to afford critical care in the past is now being adopted at a very rapid pace.

And finally, Edwards is fortunate to be enjoying a great deal of growth. This is causing us to have a tremendous path for the additions that we need to make in the heart valves area. Those are going along very nicely. We also made tremendous enhancements to our information system, to our quality systems. So that we can seamlessly grow, and also just enhance the capabilities that we have within the company to explain the economics of the use of our products, so that people can recognize what it caused or what they have to say by using Edwards’s products, so a lot to be proud of in terms of our milestones during the year.

Financially, it was a very solid year. That sales growth turned out to be double-digit, which is quite unusual within medical technology. Most people are growing slower than that, and that’s really fair value of our innovation. We’re able to grow our earnings about 9%, even though we made big investments in U.S. launch capability and big investments over 20% increase in R&D. We felt short of our cash flow goals, but not by much, okay.

We always like to compare what’s most important to shareholders, which is the stock price to some specific indexes. The two indexes that we compare ourselves to are the S&P 500, obviously the biggest company, it’s a particular U.S. company out there. And also the Morgan Stanley Healthcare Products Index. This index, you could the companies that are in that index, these are 22 companies that I would argue are amongst the top rated pharmaceutical, biotechnology and medical device companies in the industry. Edwards is a member of both of these indexes.

We’re disappointed to say that we underperformed both indexes during 2011. The way we measure this is, if you ever bought a share on January 1, and sold it on December 31, you would have had a 12% decline in Edwards, whereas S&P 500 is about flat, and the RXP actually went up 6%. This is one that we although are obviously disappointed last year. We stay focused on the long-term and what we can do for shareholders in the future. When we reflect on a longer term track record, it’s certainly better since 12 years ago that S&P 500 actually haven’t grown, which is amazing, so to think about. And even the very good companies in the RXP has maybe doubled – a little more than doubled in price there are companies who have had a chance in drawing more than a ten-fold increase. And I think, I really give credit to the Edwards’ employees as they focused and doing good things for patients in tutoring at, able to enhance shareholder value.

So 2012, our investments that we’ve made in the past are really driving growth. we try and summarize our strategy at a very simple one-page document. we’ve got a lot of detail behind it, but I’ll just summarize to say that we are focused on leading the transformation of aortic valve, and that takes a great deal of number of forms. We also focused on applying that know how to structural heart disease, so that we can lead in that space.

we focus within our critical care business in helping people make bright therapeutic decisions, and reusing our monitoring products to really enhance critical care medicine. and finally, building those capabilities and have infrastructure that we need to drive growth.

We’ve completed quite a few milestones already this year. we’ve completed enrolment on our partners with Cohort B. These are inoperable patients. they’re evaluating the XT valve in the U.S. we’re very well along an enrolment on partner to Cohort A, which are those patients that are at high risk for surgery.

Our INTUITY valve received approval in Europe, CE Mark, also our new GLX to do treatment with the CE Mark. We have approval of our latest mitral valve, the Magna Mitral Ease in Japan and interlude our most modern products that help people do minimally invasive surgery was also approved and it’s been launched.

We’ve got a lot more to come, I won’t go through all the things that are still going to happen this year, but I think, you should look forward to more exciting press releases from our company as we proceed towards really driving through all of our strategies that we think it’s still important, you will see that within transcatheter valves, within heart valves, within CSF and within critical care.

We putout financial projections at the beginning of the year. So far we are tracking largely close to that. We now think sales are going to be at the low-end of our initial projections and that our earnings growth will be around $0.34 compared to $0.35 to $0.40. Some of this is a result of some stringent conditions that we just described in our last quarterly earnings call. One of them is that we expect a later FDA approval, maybe a quarter later of the Cohort A approval for these high risk surgical patients in the U.S. probably about a quarter later; the euro has weakened, that’ put a little pressure on sales and we also are seeing this Southern Europe a little slower growth than we have expected because of their economics condition.

But overall, still very positive year, when you think about this actually, we got 20% sales growth, we got here about 30% bottom line; not so bad. We are off to a strong start. Our sales growth was 13.5% in the first quarter. A large driver that was transcatheter heart valve, which is 67% in the quarter also because of that U.S. launch and that really.

We lowered our earnings guidance about $0.12 to total wee saw because of those factors that I mentioned earlier, which was thinking that we would have about $30 million less in sales.

I’m pleased to say so far, we’re off to a better start than last year in terms of our stock performance. We’re up 20%, while the RXP and the S&P 500 is less than that, and I assure you that we stay very focused on value in the long-term, although we’re pleased with whatever happened in the past. We’re far more focused on what’s going to happen in the future. And we believe that when we execute our strategies, we stay focused on patients, so we can create a lot of shareholder value going in that.

In the longer-term, Edwards has a very straightforward strategy. It’s not that complicated. We’re very focused. We’re focused on structural, heart disease and we’re focused on critical care monitoring. And we believe that just within those areas that there are tremendous unmet needs; and if we stay focused on patients that through our innovation, that we can drive a tremendous amount of value. And our strategy really is an innovation strategy. We don’t try and be anything else, we try and be the innovator. We’re really trying to transform care, because we feel like if we continue the way, the medicine practice, in a positive way. It’s the greatest way that we can add value to the system and for all the patients that we serve.

And the other part of our strategy is, we’re constantly willing to make adjustments to what we do. If there are things that we’re doing that are not so valuable, we’re willing to (inaudible) it. Some of the things that we think we should be doing that are going to be important, we look to add those to our portfolio. So we’re actively managing our portfolio at any point in time, that’s really – and in a nutshell there’s much more, the tail that’s behind us, but that’s the way that we run our company. We’re investors in the future. We were between 14% and 15% of our sales, would be reinvested in R&D, probably spent $300 million this year. You can see where it goes. It’s really focused most on breakthrough technology. Those things that we really think to make a difference.

One of the biggest ones that we have in front of us right now is transcatheter heart valves. This is one that certainly make a difference in 2012, but you know what, we believe this one is going to make a difference for a decade or more. That we are just at the front end of this technology and when you combine a few things, one is that aortic stenosis is a really a deadly disease. The prevalence is out there and they are not alternative other than having your valve replaced. And the fact that this therapy is proving to be effective and it’s still improving.

We are having next generations, we have a lot of confidence in that it’s going to get better, and better and better. And it means that even though we are treating only the oldest and sickest patients today, we believe that this technology ultimately is going to be valuable for more and more patients than ever before. And we’ll be able to treat patients that are little healthier maybe have some unique conditions, which today are being treated, and then further although we learned in the treatment of the aortic stenosis, it’s going to be flexible to other kinds of structural heart disease, other valve positions within the heart, other kinds of structural conditions that are under served today.

So it makes this opportunity a big one that will grow over the next decade and so in combination, so when we think of where the growth is going to come from Edwards, we think first of all, this long term opportunity for CHD is going to be a big lift, but there is also going to be a lift, that come from the Edwards INTUITY systems, just sign of perfect that one has a chance to really transform and be a new standard of care within surgical heart valve.

We think that within critical care our advanced monitoring has the opportunity to touch so many more patients that are being touched today and our more intuitive systems are going to be very valuable. And also we expect to launch a monitoring system for glucose, and this is something that is underserved, within the ICU, and within serious surgeries today and if you could actually monitor glucose you could have patients that recover much faster.

And finally, not just on the innovations, you can get with the technologies today are not adopted or adopted very broadly within emerging market. And that one is still in front of us, we think those are good populations of people that are getting wealthier and have more desire to have modern medicine against real opportunities for Edwards on a long-term. So, we are excited about our growth opportunities. We are focused on building on our leadership, we don’t intend to diversify a great deal of where we sell almost everything within a global leadership position.

We will build on that through our innovation strategy. We’ll actively manage our portfolio and we’re fortunate to have a conservative and sound financial strategy that gets (inaudible), that’s implementing a drastic strategy and we’re financially strong today.

So that’s the summary. At this point I’d be very happy to take any questions from shareholders. If you have a question please just proceed to the microphone where I ask that you say you name and please limit your remarks to no more than three minutes.

Question-and-Answer Session

Unidentified Analyst

Good morning. Albert Rosh. Just a question, I think you formed to figure the possible contingencies of the national healthcare stage and fully implement it and/or if it you’re your field and the impact of course in the company, modern medicine, government medicine?

Unidentified Company Representative

Yeah, thanks Albert. It’s one that we think about a lot, and we talk a lot about a lot as a team. And yeah, we have specific strategy for the – sort of the near-term and the long-term. The near-term is almost impossible, it’s such complex set of regulations that is – yeah, we’re still gaining clarity of exactly how it will effect most of customers, but we expect customers to be under more pressure, financial pressure than ever before. What becomes more important for us than ever is to make sure that our technology really make a difference and help really treat patients whether they get better outcome and that therefore the people that are spending the money feel like they get real value for the money they get to spend, and we put more time into building the economic evidence if you will that supports our products.

So when you monitor a patient, what are the favorable economics that occurred for a hospital or a system or when you replace the valve of sick patient, what are the favorable economics. Not just the clinical benefit in the quality life, but the favorable economic. And so we find ourselves pulled into economic discussions more and more. And so we’re really building that capability in that evident space so that we have a strong platform going ahead.

Unidentified Analyst ua wants basically with a reason rm going ahead. onomic discussion more and more. and ourable ut more time into building the eco

When a drug is approved, physician can prescribe it for whatever he wants basically with a reason, how does that apply to the transcatheter valve or some of the other valves that you’re limited, that’s question one. Question two, why is it so much easier, to get their approval, like a CE Mark or the Japanese and then in the United States. You may not want to touch that. And question three, what’s the approval process if any or some will be monitoring request…

Unidentified Company Representative

Okay. Right, well this is (inaudible) to get one of the parts of the question. So the first question was, how do people get paid, and what happens for example in transcatheter heart valve? So as you could imagine these patients are primarily elderly, and it’s important whether they are insured. When you are over 65, you get insured by Medicare, so what’s important is that you are covered by Medicare. If you’re a surgical heart valve patient, there are already a provision in which the hospital get reimbursed for Medicare for doing the procedure. So that happens and a good part of the costs get covered by the Medicare system.

In transcatheter heart valve, there also is a reimbursement system as a matter of fact, just recently within the last month. There was a National Coverage Determination, it’s a password explaining how exactly hospitals will be reimbursed with transcatheter heart valves. And by and large, that policy shows that Medicare will pay for the procedure. there is a lot more detail in it and it is patient specific and condition specific, benefits within the FDA indication and its done by heart (inaudible) patients through in the registry, there is an opportunity for Medicare to pay for that.

So we feel like we’re in pretty good shape. In terms of differences in the regulatory systems; there’s vast differences and this is driven by different national policy. So policies in Europe, versus the policies in U.S., and the policies in Japan are three vastly different policies. each group has their own reasons for running their regulatory system, the way they do. As we’ve joined industry association to try and influence that, and it’s all done, we realize that we need to meet the requirements of each system and we simply do our best to meet those and I don’t know that they ever going to be the same on a global basis.

People just feel differently about the standards that they have around the world. And the final question was monitoring in particular what all the approval process for monitors. So there’s a couple of ways, if it’s not so different than what goes on in other parts of world. So we’ll get a CE Mark approval within Europe. so there’s a specific process that we go through this U.S. somewhat common for medical devices often it is similar to technologies that have been done in the past. there will be an approval that we call the 510(k) in U.S. that’s extremely novel, we will have to go through a process where you actually generate clinical data and go through a whole different process called PMA, and there is a unique process in Japan, they are all different, but we will go through them and they are pretty well-known. I’m happy to (inaudible) Carlyn Solomon, who runs our Critical Care business discuss the offline of [that].

Michael A. Mussallem

Thank you and any other questions. Okay. Thank you very much. Now let me report to you on the voting results the Inspector of Election, thank you.

Right. The Inspector of Elections has informed me that Mike Bowlin, Barbara McNeil, and I have been elected as Directors of the company for a three-year term. And the stockholders have approved the amendment and restatements of the Company’s long-term incentive compensation program.

The stockholders have advised that they approve the compensation of the company’s Named Executive Officer. The stockholders have ratified the appointment of PWC as the company’s independent auditor for the year 2012. The stockholders have approved the advisory stockholder proposals to declassify the board.

The stockholders have approved the advisory stockholder proposals to eliminate super majority votes. So there you have it, the Inspectors of Election are going to furnish a written report on all the matters that we’ve voted on today that will be filed with the SEC and it will be included in the minutes of the meeting.

So with that before we adjourn, I’d like to show you a video which has some news clips from around the country that has demonstrated sort of the interest in this remarkable technology Edwards SAPIEN transcatheter heart valve, and the impact that it has on some of the local communities. So with that, can we run the video?

[Video Playback]

That gives us the sense of sigh that these clinicians have to be able to bring it to the team, and also speak to the sense of sigh that we have here at Edwards, the privilege to introduce this technology.

We also have a video that lasts a little longer, I will encourage people to take a look in the back after the meeting. Dr. Henning Andersen, who was a very bright, directly thought of his idea, way back in 1990. It gives him a chance for him to tell his story, and helps us feel that we could imagine 20 years later after this is commercialized. He actually was able to participate, and his father was (inaudible) transcatheter heart valve is safe with life, and that’s a video back there, you have a chance to enjoy.

Again if you have a chance to see the company’s products later, and our people would love to talk to you about it. And one of the things that’s beautiful about these patient’s stories and it really brings home Our Credo, which is helping patients with our lives work and life is right now.

I’d like to entertain a motion now to adjourn the meeting. Thank you, (inaudible), and to second? Thank you. All in favor please say, I; and who oppose, maybe you can now return. Again I’d like you to stick around for a few minutes, and take look at some of the company’s life saving products. Thanks for joining us today.

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Source: Edwards Lifesciences' CEO Hosts Annual Meeting of Stockholders Conference (Transcript)
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