Masimo Corp Files Definitive Additional Materials

TL;DR

MASI filed final proxy docs, shareholders get the scoop.

AI Summary

Masimo Corporation filed definitive additional materials on September 12, 2024, related to its proxy statement. The filing is a DEFA14A, indicating it contains information for shareholders regarding company matters, likely including voting items and executive compensation. No fee was required for this filing.

Why It Matters

This filing provides shareholders with crucial, finalized information ahead of a shareholder meeting, impacting their ability to make informed voting decisions on corporate matters.

Risk Assessment

Risk Level: low — This filing is routine administrative material for a proxy statement and does not contain new financial information or strategic changes that would inherently increase risk.

Key Players & Entities

• MASIMO CORPORATION (company) — Registrant
• 0001213900-24-078220 (filing_id) — Accession Number
• 20240912 (date) — Filing Date

FAQ

Filing Documents

• ea0214431-defa14a_masimo.htm (DEFA14A) — 58KB
• image_001.jpg (GRAPHIC) — 3KB
• 0001213900-24-078220.txt ( ) — 63KB

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 September 12, 2024, Masimo Corporation (“Masimo” or the “Company”) issued a press release regarding Masimo’s 2024 Annual Meeting of Stockholders. A copy of the press release is set forth below. Leading Proxy Advisory Firm Egan-Jones Recommends Stockholders Vote “FOR” Masimo’s Director Nominees, Joe Kiani and Christopher Chavez In Its Report, Egan-Jones States, “…losing Mr. Kiani who has a pivotal role in innovation and change, would impair Masimo’s reputation and the interests of the shareholders…” Egan-Jones is the Sole Proxy Advisory Firm to Issue Its Recommendation Following Access to and Review of Post-Litigation Discovery Facts & Politan’s Corrections IRVINE, Calif.--(BUSINESS WIRE)--Masimo Corporation (“Masimo” or the “Company”) (NASDAQ: MASI), a global leader in noninvasive monitoring technologies and audio products, today announced that leading proxy advisory firm Egan-Jones has recommended that stockholders vote on the updated GOLD proxy card “FOR” ONLY Masimo’s director nominees – Joe Kiani and Christopher Chavez – in connection with its September 19, 2024 Annual Meeting of Stockholders (the “Annual Meeting”). In summarizing its position, Egan-Jones stated: 1. “ Joe Kiani’s track record in driving innovation and securing IP rights is critical to Masimo’s future success.” 2. “ A dissident win could result in an abrupt and destabilizing management change, hindering Masimo’s growth trajectory.” 3. “ The current management team is well-positioned to continue leveraging Masimo’s patents and product pipeline for long-term shareholder value.” Egan-Jones further stated: “Joe Kiani is, and has been historically, an extremely valuable key-person at Masimo. Responsible for over 900 patents, Mr. Kiani has made an indelible contribution to the medical technology industry, specifically in health monitoring, through his innovation and engineering expertise.” “We are compelled to believe that Masimo’s current and future innovations – patents, IP, licenses – that have immensely contributed to patient safety and hospital to home health strategy would be futile if the Board would be taken over with directors who don’t have a tested plan to lead the company… As such, we strongly believe that a Politan win would undermine and disrupt the current momentum of Masimo.” “Moreover, if Politan wins this proxy fight, we believe that Masimo would be effectively taken over, without paying a control premium to the shareholders, and instead would disrupt the trajectory of operational and financial milestones.” “Once there is certainty and stability in who is running the Company, the existing management team should be able to maximize the licensing and sales revenue from current and future IP in both the health care and retail spheres. A dissident controlled Board would likely be incumbered with the search for a new CEO. Additionally, based upon their success record in bringing new technologies to market, we believe the existing team to be better suited in continuing that tradition. A new team would likely be missing key pieces beyond the just CEO, needed to drive such technological progress.” “In this year’s Masimo contest, it has become evident that shareholders must now choose between the existing CEO and his experienced technology building team or the dissidents who will likely have to bring in a new CEO and team…” 1 “We believe that keeping the existing CEO and management team provides the most favorable options for the company and is likely to result in the highest shareholder return.”

View Full Filing

View this DEFA14A filing on SEC EDGAR