Masimo Corp Files Definitive Proxy Statement

TL;DR

Masimo Corp just dropped its definitive proxy statement, standard shareholder info incoming.

AI Summary

Masimo Corporation filed a DEFA14A, indicating it is providing soliciting material under Rule 240.14a-12. This filing is not a preliminary proxy statement or definitive additional materials, but rather a definitive proxy statement. The company, headquartered in Irvine, CA, operates in the electromedical and electrotherapeutic apparatus industry.

Why It Matters

This filing is a standard regulatory disclosure for Masimo Corporation, providing shareholders with information related to proxy voting and corporate governance matters.

Risk Assessment

Risk Level: low — This filing is a routine regulatory disclosure and does not inherently present new risks to the company or its investors.

Key Players & Entities

• MASIMO CORP (company) — Registrant
• 0001213900-24-029030.txt (document) — Filing document identifier
• 20240402 (date) — Filing date
• Irvine, CA (location) — Company address
• 3845 (industry_code) — Standard Industrial Classification

FAQ

Key Financial Figures

• $154 — , after we announced it, the stock went $154 a share, about 15% up post market close
• $1 billion — ders, other investors. It was more than $1 billion. And when it went through, you know, yo
• $2 billion — ed Masimo from my garage, built it to a $2 billion company worth anytime between $7 billio
• $7 billion — 2 billion company worth anytime between $7 billion to $17 billion. Yes, they want to oust
• $17 billion — any worth anytime between $7 billion to $17 billion. Yes, they want to oust me. And I&rsquo

Filing Documents

• ea0203110-defa14a_masimo.htm (DEFA14A) — 29KB
• image_001.jpg (GRAPHIC) — 3KB
• 0001213900-24-029030.txt ( ) — 34KB

From the Filing

MATERIAL PURSUANT TO 240.14A-12 UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to §240.14a-12 MASIMO CORPORATION (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. On April 1, 2024, Joe Kiani, Chief Executive Officer of Masimo Corporation (the “Company”), participated in a conversation with Liz Claman on “The Claman Countdown”. The following is a transcript of the conversation: Liz Claman: Tis the season for proxy battles. Masimo stock down at this hour two and a third percent, after coming out swinging at multiple allegations made by an activist investment fund, two of whose members also happened to sit on the health tech company’s board. Quentin Koffey and Michelle Brennan run hedge fund Politan Capital Management and are pushing for two additional seats on Masimo’s board. They hold two already. With this awkward fight now in play, Masimo CEO Joe Kiani joins us now in a Fox Business exclusive. Alright, so you came out swinging this morning with a response. Let’s define coming out swinging. This morning, you detailed a statement refuting several of Politan’s allegations, including the claim that Koffey and Brennan were excluded from board meetings. They say they were. You say what? Joe Kiani: They were not. In fact, there’s been 11 board meetings in the last nine months since they’ve been on our board, and they have been in every one of them. You know, we held back for a week before we responded because we thought we should put the facts behind our response. In fact, there’s an exhibit attached to our press release that shows everything we gave them and how every one of his claims last Monday were false. Liz Claman: You know, they also claim that you made the announcement that the company was exploring a separation of the consumer business from the health tech business, the medical business. And you did it on a on a Friday afternoon. You know, it came after being informed that Politan intended to nominate directors, and that makes them concerned. Joe Kiani: Well, it’s not true. First of all, I went to Quentin, who was the second board member I went to in January, to say, maybe we ought to do a spin. And I’ve come up with a structure that might give both companies the best chance of success the consumer health and the legacy health care business. In fact, he and I agreed to terms that then we went to the board, the rest of the board, and explained to them. He explained it to them. We set up a special committee that he became the chairman of, to look at a couple of the items that were potentially conflicts for me. He selected the bank, he selected the lawyer for the special committee. So for about two months we were talking about the spin. We weren’t talking about him electing new nominees. So on a Friday, finally, when we agreed to do the spin and by the way, after we announced it, the stock went $154 a share, about 15% up post market close. It opened pre-market on Monday at the same price. Then his negative press release came out and the stock ended up closing at 139. Now, here’s a board member. Here’s a board member that has a fiduciary duty to the shareholders putting out negative things that’s hurting stockholders. Liz Claman: Joe, they have been upset, I’m talking about Koffey and Brennan, about the previous acquisition of Sound United, which was a little expensive, at least from the perception of some of the shareholders, other investors. It was more than $1 billion. And when it went through, you know, you look at the close of the acquisition of Sound United April 12th, 2022. Since then, the stock is down 22%. And you look at since Politan joined in August of 2022, the stock is up, give or take 26%. I mean, I’m looking at the numbers. Sometimes activist investors juice a stock. Joe Kiani: Well, first of all, we bought the company for one time revenue to give us access to the consumer space. Secondly, unfortunately, what I’ve seen activists are opportunists. They find dislocation of stock a

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View this DEFA14A filing on SEC EDGAR