Masimo Corp Files Definitive Proxy Materials

TL;DR

MASI proxy filing is out, looks like definitive materials for shareholders.

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 definitive proxy materials. The company is based in Irvine, CA, and operates in the electromedical and electrotherapeutic apparatus industry.

Why It Matters

This filing indicates Masimo Corporation is formally communicating with shareholders regarding important company matters, likely related to upcoming votes or proposals at a shareholder meeting.

Risk Assessment

Risk Level: low — This is a standard SEC filing for proxy materials and does not inherently indicate increased risk for the company or its investors.

Key Players & Entities

• MASIMO CORP (company) — Registrant
• 949-297-7000 (dollar_amount) — Business Phone Number
• Irvine, CA (company) — Business Address City and State

FAQ

Filing Documents

• ea0205672-defa14a_masimo.htm (DEFA14A) — 27KB
• image_001.jpg (GRAPHIC) — 8KB
• 0001213900-24-041159.txt ( ) — 38KB

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 May 9, 2024, Craig Reynolds, the Lead Independent Director of Masimo Corporation, sent the letter below to Quentin Koffey of Politan Capital Management LP: Masimo Corporation 52 Discovery Irvine, California 92618 VIA EMAIL Quentin Koffey Managing Partner Politan Capital Management LP 106 West 52nd Street New York, New York 10019 May 9, 2024 Dear Mr. Koffey: As the Lead Independent Director of the Board of Directors (the “Board”) of Masimo Corporation (“Masimo” or the “Company”), I believe it is critical that Politan Capital Management LP (“Politan”) and the Company reach an agreement with respect to the upcoming 2024 Annual Meeting of Stockholders (the “Annual Meeting”) that allows us to avoid the significant distraction and expense of a proxy contest, as you similarly noted in your press release issued on March 25, 2024. Toward that end, I am writing to reiterate the verbal settlement offer I extended on May 6, 2024. The Company is prepared to appoint your director nominee William R. Jellison as a Class II Director if Politan will withdraw its other nominee and drop its proxy contest. Particularly as the Board evaluates the proposed separation of the Consumer Business, it is crucial that we ensure the Company remains focused on creating value for all stockholders. Reaching a settlement would provide stockholders immediate clarity on the path forward, confidence that management can focus on operational execution and not be distracted by a proxy contest, and reassurance that the separation process will continue uninterrupted. We have a clear path towards maximizing stockholder value through a separation of the Consumer Business approved by an independent board, 50% of which (3 of 6 directors) would be Politan-nominated directors. The alternative appears to be ongoing procedural disputes, potential additional losses of valuable independent Board members and a fight by Politan to remove our founder and CEO, leaving us without a clear leader for our business. That fight cannot be in anyone’s best interest. I hope you will work with me to quickly finalize this settlement offer and focus on maximizing value for all of our stockholders. You indicated on Tuesday that you would respond in the next few days. I will expect your response by Friday, May 10. Sincerely, /s/ Craig Reynolds Craig Reynolds Lead Independent Director, Masimo Corporation # # # 1 Forward-Looking This communication includes forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, in connection with the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among others, statements regarding the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) of Masimo Corporation (“Masimo” or the “Company”), the settlement offer made by Masimo to Quentin Koffey of Politan Capital Management LP (“Politan”), Masimo’s evaluation of the proposed separation of its Consumer Business and the potential benefits of such separation. These forward-looking statements are based on current expectations about future events affecting Masimo and are subject to risks and uncertainties, all of which 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 a potential separation of Masimo’s Consumer Business, (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,

View Full Filing

View this DEFA14A filing on SEC EDGAR