Masimo Corp Files Definitive Additional Materials

TL;DR

MASI filed more proxy docs, no fee. Shareholders get updated info.

AI Summary

Masimo Corporation filed definitive additional materials on September 18, 2024, related to its proxy statement. The filing concerns the company's Schedule 14A information, indicating it's a definitive proxy statement under the 1934 Act. No fee was required for this filing.

Why It Matters

This filing provides updated or supplementary information to shareholders regarding matters to be voted on at a company meeting, impacting corporate governance and shareholder decisions.

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 CORP (company) — Registrant
• 0001213900-24-079586 (filing_id) — Accession Number
• 1934 Act (regulation) — SEC Act
• 20240918 (date) — Filing Date

FAQ

Key Financial Figures

• $1 billion — airman, and CEO of Masimo announced the $1 billion acquisition of Sound United. While Ki
• $68.3 million — after a solid quarter, with profits of $68.3 million on sales of $327.6 million. He’d
• $327.6 million — th profits of $68.3 million on sales of $327.6 million. He’d noted that audio technologi
• $2 — nk about that for a second. Masimo is a $2-billion-a-year company with several tho
• $600 million — ement that would give him approximately $600 million if, among other things, a new lead inde

Filing Documents

• ea0214910-defa14a_masimo.htm (DEFA14A) — 48KB
• image_001.jpg (GRAPHIC) — 8KB
• image_002.jpg (GRAPHIC) — 43KB
• image_003.jpg (GRAPHIC) — 88KB
• image_004.jpg (GRAPHIC) — 52KB
• image_005.jpg (GRAPHIC) — 34KB
• image_006.jpg (GRAPHIC) — 71KB
• image_007.jpg (GRAPHIC) — 14KB
• 0001213900-24-079586.txt ( ) — 476KB

From the Filing

ADDITIONAL MATERIALS 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. The following article related to Masimo Corporation (“Masimo” or the “Company”) and discussing the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) was published by Fortune on September 17, 2024. Fortune Founder vs. activist: A dramatic two-year battle over health-tech firm Masimo comes to a head this week By Diane Brady 17 September 2024 Joe Kiani remembers the day that everything changed at work. On Feb. 15, 2022, the founder, chairman, and CEO of Masimo announced the $1 billion acquisition of Sound United. While Kiani knew the acquisition of consumer audio company by a medical devices company was bound to raise eyebrows, he presumed that Masimo’s track record—and his three-decade-plus tenure at the helm—had earned him the trust of shareholders. He’d announced the deal after a solid quarter, with profits of $68.3 million on sales of $327.6 million. He’d noted that audio technologies could add new capabilities to Masimo’s core products, allowing it to expand in the wearables and “hearables” markets. “To me, the possibilities were compelling,” said Kiani. But the response from Masimo shareholders was, “Huh?” Within a day, the stock dropped more than 35%. The ensuing drama caught the eye of Quentin Koffey, a veteran investor who’d burnished his reputation at activist funds like Elliott Management, D.E. Shaw and Senator before starting Politan Capital Management, his own activist hedge fund, in 2021. Koffey viewed the acquisition as emblematic of broader governance issues that put too much power in the hands of Kiani. Six months later, Politan announced that it had acquired nearly 9% of Masimo. And the struggle for the company’s future was about to begin. Both sides have since waged a nasty public battle that will come to a head on Sept. 19 when shareholders vote in a second proxy contest to determine whether Kiani will keep his seat on the board. Koffey won the first proxy contest in June of 2023, putting himself and healthcare veteran Michelle Brennan on the board. Koffey accuses Kiani of running his public company like a private fiefdom; Kiani says Koffey has been duplicitous in his communication to shareholders and unwilling to engage with management, coming to the table with no plan but to make a name for himself and his young hedge fund. Kiani characterizes this week’s vote as a referendum on “the future of Masimo,” vowing to leave if Koffey wins. Masimo COO and heir apparent, Bilal Muhsin, has threatened to quit if his boss is voted off the board. The company has also posted employee letters full of praise and warnings, including a note from some 280 healthcare engineers who wrote that they “may not continue with the company if Joe Kiani is replaced.” Think about that for a second. Masimo is a $2-billion-a-year company with several thousand employees, steady earnings and a niche product that’s used by about 200 million people in hospitals and homes worldwide. Why does Koffey think it’s okay if the guy who built the company is threatening to walk out the door? Why does Kiani think it’s okay for his COO and hundreds of his employees to pledge that they’ll join him? Activism at a record high The Masimo drama demonstrates the power and the perils of shareholder activism. In 2022, as Koffey was announcing Politan’s stake in Masimo, the SEC put into effect a “universal proxy card” rule that required companies to list all nominees for board seats on one voting card, making it cheaper and easier for dissident shareholders to mount challenges. Indeed, the volume of shareholder campaigns this year is on track to exceed last year’s record number, with Lazard reporting 147 new campaigns in the first half of 2024. 2 What the SEC did not do is force a

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View this DEFA14A filing on SEC EDGAR