Masimo Corp Files 8-K on Shareholder Nominations
Ticker: MASI · Form: 8-K · Filed: Jul 16, 2024 · CIK: 937556
| Field | Detail |
|---|---|
| Company | Masimo CORP (MASI) |
| Form Type | 8-K |
| Filed Date | Jul 16, 2024 |
| Risk Level | medium |
| Pages | 7 |
| Reading Time | 8 min |
| Key Dollar Amounts | $0.001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: shareholder-nominations, corporate-governance, filing
Related Tickers: MASI
TL;DR
Masimo filed an 8-K for shareholder nominations - board changes might be coming.
AI Summary
On July 15, 2024, Masimo Corporation filed an 8-K report detailing shareholder nominations for its upcoming annual meeting. The filing also includes information on other events and financial statements, with the report being publicly filed on July 16, 2024. Masimo Corporation is incorporated in Delaware and headquartered in Irvine, California.
Why It Matters
This filing signals upcoming shareholder engagement and potential changes to the board of directors, which could impact the company's strategic direction.
Risk Assessment
Risk Level: medium — Shareholder nominations can indicate activism or disputes, potentially leading to uncertainty and strategic shifts.
Key Players & Entities
- Masimo Corporation (company) — Registrant
- July 15, 2024 (date) — Earliest event reported
- July 16, 2024 (date) — Date of report filing
- Delaware (jurisdiction) — State of incorporation
- Irvine, California (location) — Principal Executive Offices
FAQ
What is the primary purpose of this 8-K filing for Masimo Corporation?
The primary purpose is to report on shareholder nominations for the annual meeting, other events, and financial statements.
When was the earliest event reported in this filing?
The earliest event reported was on July 15, 2024.
On what date was this 8-K report publicly filed?
The report was publicly filed on July 16, 2024.
Where is Masimo Corporation's principal executive office located?
Masimo Corporation's principal executive office is located at 52 Discovery, Irvine, CA 92618.
What is Masimo Corporation's state of incorporation?
Masimo Corporation is incorporated in Delaware.
Filing Stats: 2,021 words · 8 min read · ~7 pages · Grade level 14.7 · Accepted 2024-07-16 06:11:30
Key Financial Figures
- $0.001 — nge on which registered Common Stock, $0.001 par value MASI The Nasdaq Stock Mar
Filing Documents
- ea0209474-8k_masimo.htm (8-K) — 43KB
- ea020947401ex99-1_masimo.htm (EX-99.1) — 23KB
- image_001.jpg (GRAPHIC) — 10KB
- 0001213900-24-061521.txt ( ) — 272KB
- masi-20240715.xsd (EX-101.SCH) — 3KB
- masi-20240715_lab.xml (EX-101.LAB) — 33KB
- masi-20240715_pre.xml (EX-101.PRE) — 22KB
- ea0209474-8k_masimo_htm.xml (XML) — 3KB
08. Shareholder Director
Item 5.08. Shareholder Director Nominations . The information set forth below under Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08, to the extent applicable.
01. Other Events
Item 8.01. Other Events . On July 15, 2024, the Board of Directors (the "Board") of Masimo Corporation ("Masimo" or the "Company") approved the postponement of the Company's 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting"), previously scheduled for Thursday, July 25, 2024. The 2024 Annual Meeting will now be held on September 19, 2024, at 2:00 p.m., Pacific Daylight Time. Masimo also had to conduct a new broker search as required by rules of the Securities Exchange Commission (the "SEC"), which search is required to be conducted 20 business days prior to the record date for the 2024 Annual Meeting. Accordingly, the new record date for the determination of stockholders of the Company entitled to receive notice of and vote at the 2024 Annual Meeting will be August 12, 2024. On July 16, 2024, Masimo issued a press release announcing (i) that Masimo has commenced litigation against Politan Capital Management LP ("Politan") in federal court in California seeking to require Politan to correct material misstatements and omissions in Politan's proxy materials and (ii) the postponement of the 2024 Annual Meeting, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. The Board decided to postpone the 2024 Annual Meeting to accommodate a request by Politan to set a new record date for the 2024 Annual Meeting. In light of the new record date, Masimo postponed the 2024 Annual Meeting to ensure that Masimo's stockholders have sufficient time to review revised proxy materials, make an informed voting decision based on these revised materials, and vote their shares based on full and accurate information. Masimo will file a revised proxy statement for the 2024 Annual Meeting with the Securities and Exchange Commission to reflect, among other things, the rescheduled meeting date for the 2024 Annual Meeting and the new record date for the 2024 Annual Meeting and information relating to the shares outsta
Forward-Looking Statements
Forward-Looking Statements This Current Report on Form 8-K includes forward-looking the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among others, statements regarding the 2024 Annual Meeting and Masimo's litigation against Politan and its affiliates (the "Litigation"). These forward-looking are difficult to predict and many of which are beyond Masimo's control and could cause its actual results to differ materially and adversely from those expressed in its forward-looking statements as a result of various risk factors, including, but not limited to (i) uncertainties regarding the Litigation, (ii) uncertainties regarding future actions that may be taken by Politan in furtherance of its nomination of director candidates for election at the 2024 Annual Meeting, (iii) the potential cost and management distraction attendant to Politan's nomination of director nominees at the 2024 Annual Meeting or the Litigation, (iv) receipt of any new or additional stockholder proposals for consideration at the 2024 Annual Meeting and (v) factors discussed in the "Risk Factors" section of Masimo's most recent periodic reports filed with the SEC, which may be obtained for free at the SEC's website at www.sec.gov . Although Masimo believes that the expectations reflected in its forward-looking statements are reasonable, the Company does not know whether its expectations will prove correct. All forward-looking statements included in this Current Report on Form 8-K are expressly qualified in their entirety by the foregoing cautionary statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of today's date. Masimo d
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) The following items are filed as exhibits to the Current Report on Form 8-K. Exhibit No. Description 99.1 Press Release, dated July 16, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Masimo Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MASIMO CORPORATION Date: July 16, 2024 By: /s/ MICAH YOUNG Micah Young Executive Vice President & Chief Financial Officer (Principal Financial Officer) 3