Proxy Blog

Edwards Lifesciences Corporation 

March 29, 2021

The annual proxy for this life sciences company had the following proposals: 

  1. Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote 
  2. Board proposals on employee stock purchase plan 
  3. Shareholder proposals on written consent and non-management employees as directors 

Magni voted as follows: 

  1. For and against proforma proposals.
    For directors – The disclosures meet the criteria in Magni’s policy on election of directors
    -For auditors – The company meets the criteria in Magni’s policy on auditor ratification.
    -Against advisory vote – The disclosures in the proxy did not meet the criteria in Magni’s policy on the advisory vote. 
  2. For board proposals to increase authorized shares for the employee stock purchase program – Per Magni policy, Magni votes in favor of many of these proposals. 
  3. Against the shareholder proposals.
    Written consent – Per the Magni position paper, Magni routinely votes against these proposals.
    -Non-management employee directors – Good corporate governance involves managing stakeholder relationships, including relationships with employees. That said, non-management employees as members of a board of directors is a tactic. In and of itself, such a tactic will not guarantee good relationships with employees. The company already is one of the better governed companies on the U.S. exchanges. The proposal does not identify any deficiencies in the company’s management of employee relationships. Given the strength of the company’s governance and the lack of identified deficiencies, it is easy to vote against this proposal.