Masimo Corp Files 8-K on Operations, Directors, and Votes

Ticker: MASI · Form: 8-K · Filed: Sep 25, 2024 · CIK: 937556

Masimo CORP 8-K Filing Summary
FieldDetail
CompanyMasimo CORP (MASI)
Form Type8-K
Filed DateSep 25, 2024
Risk Levelmedium
Pages6
Reading Time7 min
Key Dollar Amounts$0.001
Sentimentneutral

Sentiment: neutral

Topics: corporate-governance, operations, disclosure

Related Tickers: MASI

TL;DR

MASI filed an 8-K covering ops, director changes, and shareholder votes. Keep an eye on details.

AI Summary

Masimo Corporation filed an 8-K on September 25, 2024, reporting on results of operations, director departures, and matters submitted to a vote. The filing also includes information on compensatory arrangements for officers and Regulation FD disclosures. Specific financial details or outcomes of votes were not immediately detailed in the provided text.

Why It Matters

This filing provides updates on Masimo's corporate governance and operational status, which can influence investor confidence and strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates potential changes in corporate governance and operational reporting, which could signal underlying issues or strategic shifts.

Key Players & Entities

FAQ

What specific results of operations are being reported by Masimo Corp in this 8-K?

The filing indicates 'Results of Operations and Financial Condition' as an item information, but specific details are not provided in the excerpt.

Were there any departures of directors or certain officers reported?

Yes, 'Departure of Directors or Certain Officers' is listed as an item information in the filing.

What matters were submitted to a vote of security holders?

The filing lists 'Submission of Matters to a Vote of Security Holders' as an item information, but the specific matters are not detailed in the excerpt.

Does the 8-K include any Regulation FD disclosures?

Yes, 'Regulation FD Disclosure' is explicitly mentioned as an item information in the filing.

What is the business address and phone number for Masimo Corp?

The business address is 52 Discovery, Irvine, CA 92618, and the business phone number is 949-297-7000.

Filing Stats: 1,774 words · 7 min read · ~6 pages · Grade level 11.5 · Accepted 2024-09-25 09:15:29

Key Financial Figures

Filing Documents

02. Results of Operations and Financial Condition

Item 2.02. Results of Operations and Financial Condition. On September 25, 2024, Masimo Corporation (the " Company ") issued a press release reaffirming certain guidance. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with General Instructions B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the " Securities Act "), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Item 5.02. ..... Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Chief Executive Officer The Company held its annual meeting of the shareholders (the " Meeting ") on September 19, 2024. The same day, Mr. Joe Kiani delivered a notification (the " Notice ") to the Board of Directors (the " Board ") of the Company stating his decision to resign from his position of Chief Executive Officer of the Company. Additionally, later on September 19, 2024, Mr. Kiani filed a claim in California state court relating to his employment agreement, as amended, seeking declaratory relief that he had validly terminated his employment for "Good Reason." The Board is evaluating Mr. Kiani's Notice as well as his lawsuit against the Company. Interim Chief Executive Officer On September 24, 2024, the Board appointed Board member Michelle Brennan to serve as the Company's interim chief executive officer (" Interim CEO ") effective immediately. This decision was made in light of the matters involving Mr. Kiani set forth above under the heading "Chief Executive Off

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. The Company held the Meeting on September 19, 2024. At the Meeting, a total of 48,749,948 shares, or approximately 91% of the Company's common stock issued and outstanding as of the record date, were represented in person or by proxy. At the Meeting, the Company's stockholders considered four proposals, each of which is described in more detail in the Company's revised definitive proxy statement filed with the Securities and Exchange Commission on August 22, 2024 (the " Proxy Statement "). On September 24, 2024, First Coast Results, Inc. (the " Inspector of Election ") issued its final report, which certified the final voting results for the Meeting. Set forth below is a brief description of each matter voted upon at the Meeting, which are more fully described in the Proxy Statement, and the final voting results with respect to each matter as provided by the Inspector of Election. Proposal No. 1: To elect two Class II nominees for director to serve until the Company's 2025 Annual Meeting of Stockholders, or until his or her respective successor is duly elected and qualified. Company Nominees: Nominee For Withhold Christopher Chavez 14,041,676 34,706,178 Joe Kiani 19,484,844 29,263,821 Politan Group Nominees: Nominee For Withhold William Jellison 34,080,277 14,668,350 Darlene Solomon 29,813,741 18,934,883 The Company's stockholders voted to elect William Jellison and Darlene Solomon as directors to serve until the Company's 2025 Annual Meeting of Stockholders, or until his or her respective successor is duly elected and qualified . Proposal No. 2: To ratify the selection of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 28, 2024. For Against Abstentions Broker Non Votes 47,817,976 856,797 75,175 — The Company's stockholders voted to approve the ratification of the selection of Grant Thornton LLP as the Company's

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 25, 2024, the Company issued a press release discussing certain matters relating to the consumer audio and consumer healthcare businesses. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with General Instructions B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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 September 25, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: September 25, 2024 By: /s/ M ICAH Y OUNG Micah Young Executive Vice President & Chief Financial Officer (Principal Financial Officer)

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