Politan Capital Management Amends Masimo Stake Filing

TL;DR

Politan Capital Management updated their Masimo filing - still a big player, watch for moves.

AI Summary

Politan Capital Management LP, through its affiliates, has amended its Schedule 13D filing regarding Masimo Corporation. The filing, dated July 17, 2024, indicates a change in their holdings or intentions concerning the company's common stock. Politan Capital Management LP is a significant shareholder and has been actively involved in discussions and actions related to Masimo Corporation's governance and strategy.

Why It Matters

This amendment signals ongoing activity and potential strategic shifts by a major shareholder in Masimo Corporation, which could impact the company's future direction and stock performance.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate active engagement by significant shareholders, which can lead to corporate governance changes or strategic shifts, introducing uncertainty.

Key Players & Entities

• Politan Capital Management LP (company) — Filing entity and significant shareholder
• Masimo Corporation (company) — Subject company
• Quentin Koffey (person) — Key individual associated with Politan Capital Management

FAQ

Key Financial Figures

• $0.001 — me of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti

Filing Documents

• tm2419696d1_sc13da.htm (SC 13D/A) — 68KB
• 0001104659-24-080594.txt ( ) — 70KB

PURPOSE OF TRANSACTION

ITEM 4. PURPOSE OF TRANSACTION

of the Schedule 13D is hereby amended

Item 4 of the Schedule 13D is hereby amended and supplemented with the following information: On July 17, 2024, Politan, a Reporting Person, filed a lawsuit (the “ Complaint ”) in the Delaware Court of Chancery (the “ Court ”) against the Issuer and three of its directors (the “ Defendants ”) seeking to cause the 2024 Annual Meeting of the Issuer to be held as soon as possible, in addition to other relief, including ensuring that the 2024 Annual Meeting cannot be delayed any further. Both Delaware law and the Issuer’s own Bylaws require the Issuer to hold each annual stockholder meeting within 13 months of the previous years’ meeting. On July 16, 2024, the Issuer announced the postponement of the 2024 Annual Meeting from July 25, 2024 (a date that was itself 13 months after the 2023 annual meeting) to September 19, 2024. This postponement followed closely on the announcements by both of the leading proxy advisors, Institutional Shareholder Services and Glass, Lewis & Co., recommending that the Issuer’s stockholders vote for Politan’s nominees at the 2024 Annual Meeting. The Complaint alleges that the two month delay was unnecessary, as Politan had previously notified the Issuer that concerns with respect to apparent empty voting could be resolved by setting a record date as soon as July 18, 2024 and holding the 2024 Annual Meeting in the first week of August. The Complaint seeks to protect the stockholder franchise and prevent the manipulation of the corporate machinery to unnecessarily delay the 2024 Annual Meeting and entrench the incumbent directors in office. The Complaint seeks the following relief: (i) a determination that the director Defendants breached their fiduciary duties by postponing the 2024 Annual Meeting; (ii) an order that the Issuer must set the record date for the 2024 Annual Meeting for as soon as possible; (iii) an order that as a matter of Delaware law the Issuer must hold the 202

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: July 17, 2024 POLITAN CAPITAL MANAGEMENT LP By: Politan Capital Management GP LLC, its general partner By: /s/ Quentin Koffey Name: Quentin Koffey Title: Managing Member POLITAN CAPITAL MANAGEMENT GP LLC By: /s/ Quentin Koffey Name: Quentin Koffey Title: Managing Member POLITAN CAPITAL PARTNERS GP LLC By: /s/ Quentin Koffey Name: Quentin Koffey Title: Managing Member QUENTIN KOFFEY By: /s/ Quentin Koffey Name: Quentin Koffey CUSIP No. 574795100 Page 8 INDEX TO EXHIBITS Exhibit Description Exhibit 99.1 Joint Filing Agreement among Politan Capital Management LP, Politan Capital Management GP LLC, Politan Capital Partners GP LLC, and Quentin Koffey* Exhibit 99.2 Trading Data* Exhibit 99.3 Trading Data* Exhibit 99.4 Form of Verified Complaint, filed with the Delaware Court of Chancery on October 21, 2022* Exhibit 99.5 Form of Second Amended and Supplemented Complaint, filed as an Exhibit to the Motion for Leave to Amend with the Delaware Court of Chancery on March 10, 2023* Exhibit 99.6 Form of Engagement and Indemnification Agreement entered into by and between Politan Capital Management LP and Michelle Brennan* Exhibit 99.7 Trading Data* Exhibit 99.8 Press Release, dated June 26, 2023* Exhibit 99.9 Form of Engagement and Indemnification Agreement entered into by and between Politan Capital Management LP and each of William Jellison and Darlene Solomon* Exhibit 99.10 Demand Letter, dated May 8, 2024* Exhibit 99.11 Politan Letter, dated May 9, 2024* Exhibit 99.12 Politan Letter, dated July 3, 2024* Exhibit 99.13 Politan Letter, dated July 12, 2024* Exhibit 99.14 Politan Letter, dated July 15, 2024* *Previously filed.

View Full Filing

View this SC 13D/A filing on SEC EDGAR