Masimo Corp Files Definitive Additional Proxy Materials

TL;DR

Masimo filed more proxy docs, nothing new, just extra info for shareholders.

AI Summary

Masimo Corporation filed definitive additional materials on June 20, 2024, related to its proxy statement. This filing is a supplement to the previously filed proxy statement and does not contain new proposals or voting matters. The company is providing additional information to shareholders in preparation for its annual meeting.

Why It Matters

This filing ensures shareholders have the most up-to-date information before voting at the Masimo Corporation annual meeting, impacting corporate governance decisions.

Risk Assessment

Risk Level: low — This filing is administrative and provides additional materials for an existing proxy statement, not introducing new risks or significant changes.

Key Players & Entities

• MASIMO CORP (company) — Registrant
• 0001213900-24-053983.txt (document) — Filing identifier
• 20240620 (date) — Filing date

FAQ

Key Financial Figures

• $10 million — ’s 2023 Annual Report disclosed a $10 million impairment with respect to the Sound Un
• $150 million — sets; that the Company contribute up to $150 million in cash plus working capital to the new

Filing Documents

• ea0208147-defa14a_masimo.htm (DEFA14A) — 93KB
• image_001.jpg (GRAPHIC) — 4KB
• 0001213900-24-053983.txt ( ) — 99KB

From the Filing

ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the 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 June 20, 2024, Masimo Corporation (“Masimo”) issued the following press release: # # # Masimo Provides Facts in Response to Politan’s False Narrative IRVINE, Calif. – June 20, 2024 – Masimo (NASDAQ: MASI) today issued the following statement to set the record straight regarding Politan’s “Background of the Solicitation” section of its proxy statement issued in connection with Masimo’s upcoming Annual Meeting of Stockholders. Masimo strongly believes Politan is providing investors with inaccurate and incomplete information, as Masimo Founder, Chairman and CEO Joe Kiani noted during the Goldman Sachs Global Healthcare Conference on June 12, 2024. When referring to Politan’s proxy statement, Mr. Kiani intended to state that he believes many of the paragraphs in Politan’s “Background of the Solicitation” section contain inaccurate, incomplete and misleading information. While he inadvertently referred at the Conference to potential criminal penalties for a Board member who provides false information to stockholders, he intended to stress the importance of Board members being truthful in communications with investors. Masimo strongly rejects what it believes are false and misleading claims by Politan’s Quentin Koffey, a member of Masimo’s Board of Directors, and believes Politan should not be rewarded with votes for its candidates when it is providing stockholders with inaccurate, incomplete and misleading information in an effort to gain control of Masimo. Included below are examples of quotes from Politan’s proxy statement that Masimo strongly believes are false and misleading and Masimo’s explanation of the facts. Politan’s Claims Regarding Masimo’s Onboarding Process 1. Politan Fiction: “Ms. Brennan and Mr. Koffey did not even receive a substantive update about the [Masimo strategic alternatives review] process until the first in-person Board meeting, which occurred on October 31, 2023—more than four months after Mr. Kiani had started the sale process.” FACTS: Mr. Koffey began communicating with the lead banker at Morgan Stanley, Masimo’s independent financial advisor managing the strategic alternatives review process, on July 11, 2023, two weeks after he joined the Board. On August 1, 2023, as part of the Company’s onboarding process described below, the lead banker hosted a one-hour meeting with Politan directors Ms. Brennan and Mr. Koffey to bring them up to speed on Masimo’s strategic alternatives review process and to answer any questions that they had. 2. Politan Fiction: “The 2023 Newly-Elected Directors met Mr. Kiani in person on Friday, September 1, 2023 (the day before Labor Day weekend, when the Company headquarters was nearly empty).” FACTS: By noting the timing of the September 1, 2023 meeting as an example of “the absence of customary onboarding” on the part of Masimo, Politan misleadingly suggests that the Company went out of its way to schedule the meeting on a date when the Company headquarters was nearly empty. In fact, Ms. Brennan was the one who suggested Friday, September 1, 2023 as the date of the in-person onboarding meeting. The Politan directors met with Craig Reynolds, Masimo’s Lead Independent Director, and Mr. Kiani, during this in-person onboarding meeting. 1 1 Masimo’s 2024 Definitive Proxy Statement, page 15: https://www.sec.gov/ix?doc=/Archives/edgar/data/0000937556/000121390024053125/ea0206756-05.htm . 1 3. Politan Fiction: “[The in-person onboard meeting] was the sole onboarding that Ms. Brennan and Mr. Koffey received other than receiving prior Board books and Board meeting minutes.” FACTS: Ms. Brennan and Mr. Koffey’s onboarding process involved multiple meetings a

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View this DEFA14A filing on SEC EDGAR