UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
Filed by the Registrant ¨ Filed
by a Party other than the Registrant x
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
x Soliciting
material Pursuant to §240.14a-12
Masimo Corporation
(Name of Registrant as Specified In Its Charter)
POLITAN CAPITAL MANAGEMENT LP
POLITAN CAPITAL MANAGEMENT GP LLC
POLITAN CAPITAL PARTNERS GP LLC
POLITAN CAPITAL NY LLC
POLITAN INTERMEDIATE LTD.
POLITAN CAPITAL PARTNERS MASTER FUND LP
POLITAN CAPITAL PARTNERS LP
POLITAN CAPITAL OFFSHORE PARTNERS LP
QUENTIN KOFFEY
MATTHEW HALL
AARON KAPITO
WILLIAM JELLISON
DARLENE SOLOMON
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x
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.
Masimo Independent Director Michelle Brennan
Encourages Shareholders to Support an Urgently Needed Cultural Reset in the Company’s Boardroom
Believes that Masimo’s Current Board Prioritizes
Unquestioning Loyalty to Mr. Kiani Above All Else – Making Real Independent Oversight Impossible
Highlights How a Majority of Truly Independent
Directors Can Benefit Masimo’s Patients, Employees and Shareholders and Unlock the Company’s Growth Potential
NEW YORK – July
11, 2024 – Politan Capital Management (together with its affiliates, “Politan”), an 8.9% shareholder of Masimo Corporation
(“Masimo” or the “Company”) (NASDAQ: MASI), today shared a statement from Michelle Brennan, an independent director
of Masimo:
“When
I was approached last year by an executive search firm about the opportunity to potentially serve on Masimo’s Board of Directors,
I was immediately intrigued. Although I had no pre-existing relationship with Politan, I was very familiar with Masimo and its reputation
in the sector given my time spent overseeing multi-billion-dollar global medical device businesses for Johnson & Johnson. As I did
more of my own research, it became clear to me that Masimo was a company with vast potential – which ultimately led me to accept
the role as an independent nominee.
After shareholders
voiced their desire for change and elected Quentin and me to the Board, I was optimistic that I would be able to work constructively with
the other independent directors. However, when I shared a standard list of onboarding questions and requested data that I had found useful
in my other board roles, I was rebuffed. I was told to be patient, and that eventually I would receive the information I needed to do
my job as a director. After two months, I was told to stop asking.
Masimo’s
boardroom is not like any other I have experienced. There is no budget process. There is no belief that directors need to be adequately
informed about, or provide oversight in relation to, regulatory investigations like the ones opened by the DOJ and the SEC at Masimo.
And, most troublingly, there is a deep-seated belief among Mr. Kiani’s hand-picked directors that the desire to actively oversee
management is equivalent to disloyalty. Specifically, the status quo is to “trust and believe” whatever Mr. Kiani says and
not ask questions beyond the information he provides – even when there is an apparent disconnect between what may be best for Mr.
Kiani and what is best for shareholders. Nowhere has this been more apparent than during the potential transaction process to separate
the Consumer Business, during which directors received material information for the first time via Mr. Kiani’s media appearances.
The bottom line is that my experience has led me to believe that the Board is unable to carry out its basic functions because it is essentially
kept in the dark.
As a result,
all of Masimo’s stakeholders have suffered. Shareholders have repeatedly seen results that miss expectations and have cost the Company
its credibility with the financial community while driving down the share price. Employees have to deal with the distraction of two successive
proxy contests, bonus cuts and coercion by leadership to demonstrate their “support” for Mr. Kiani. Patients are not the top
priority they should be, as the Company invests in unnecessary areas and faces inquiries into recall processes. Masimo has the market
position and leading technology to be a growth business. It’s my belief that our responsibility as directors is to help make that
a reality, by continuing to invest in R&D and enhancing productivity. This is the type of transformation I led at Johnson & Johnson
when I successfully returned multiple medical device businesses that had stagnated to above market growth, and it is what I am committed
to achieving at Masimo.
Ironically,
Mr. Kiani and his affiliated directors have made the fear of “disruption” a central theme of their campaign to maintain the
status quo. This rings hollow to me. As an experienced operator, I know that the continuation of the problems listed above – in
addition to the notion that if Mr. Kiani’s affiliated directors view him as “irreplaceable,” they will never feel like
they can hold him to account – represent massively greater risks than a majority of independent directors sitting on the Board.
Over the
last few months, I have had an opportunity to get to know Darlene Solomon and Bill Jellison. They are the type of objective, qualified
and seasoned directors Masimo needs – particularly at this critical juncture as the Company advances the separation of the Consumer
Business. The myriad financial hurdles and nuanced IP transfers that need to be navigated in order to ensure any potential transaction
maximizes value for shareholders, while positioning Masimo for success over the long term, are areas where Darlene and Bill have direct
expertise. The Board would be lucky to have them.
I continue
to believe Masimo’s best days are in front of it. This is why I urge shareholders to support further change and true independent
oversight at Masimo’s upcoming 2024 Annual Meeting.”
Additional information
can be found on www.AdvanceMasimo.com.
***
Your vote is important, no matter how many shares
of Common Stock you own. We urge you to sign, date, and return the WHITE universal proxy card today to vote FOR the election of the Politan
Nominees and in accordance with the Politan Parties’ recommendations on the other proposals on the agenda for the 2024 Annual Meeting.
If you have any questions, require assistance
in voting your
WHITE universal proxy card or
voting instruction form,
or need additional copies of Politan’s
proxy materials,
please contact D.F. King using the contact information
provided here:
D.F. King & Co., Inc.
48 Wall Street
New York, New York 10005
Stockholders call toll-free: (888) 628-8208
Banks and Brokers call: (212) 269-5550
By Email: MASI@dfking.com
Additionally, on July 11,
2024, Politan Capital Management LP, a Delaware limited partnership (“Politan”), updated its website, www.AdvanceMasimo.com
(the “Site”), in connection with the solicitation of stockholders of Masimo Corporation, a Delaware corporation (“Masimo”).
Copies of the materials posted to the Site are filed herewith.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
The information herein contains “forward-looking
statements.” Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or
current facts and include, without limitation, words such as “may,” “will,” “expects,” “believes,”
“anticipates,” “plans,” “estimates,” “projects,” “potential,” “targets,”
“forecasts,” “seeks,” “could,” “should” or the negative of such terms or other variations
on such terms or comparable terminology. Similarly, statements that describe our objectives, plans or goals are forward-looking. Forward-looking
statements are subject to various risks and uncertainties and assumptions. There can be no assurance that any idea or assumption herein
is, or will be proven, correct. If one or more of the risks or uncertainties materialize, or if any of the underlying assumptions of Politan
Capital Management LP (“Politan”) or any of the other participants in the proxy solicitation described herein prove to be
incorrect, the actual results may vary materially from outcomes indicated by these statements. Accordingly, forward-looking statements
should not be regarded as a representation by Politan that the future plans, estimates or expectations contemplated will ever be achieved.
Certain statements and information included herein
may have been sourced from third parties. Politan does not make any representations regarding the accuracy, completeness or timeliness
of such third party statements or information. Except as may be expressly set forth herein, permission to cite such statements or information
has neither been sought nor obtained from such third parties. Any such statements or information should not be viewed as an indication
of support from such third parties for the views expressed herein.
Politan disclaims any obligation to update the
information herein or to disclose the results of any revisions that may be made to any projected results or forward-looking statements
herein to reflect events or circumstances after the date of such information, projected results or statements or to reflect the occurrence
of anticipated or unanticipated events.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Politan and the other Participants (as defined
below) have filed a definitive proxy statement and accompanying WHITE universal proxy card or voting instruction form with the Securities
and Exchange Commission (the “SEC”) to be used to solicit proxies for, among other matters, the election of its slate of director
nominees at the 2024 annual stockholders meeting (the “2024 Annual Meeting”) of Masimo Corporation, a Delaware corporation
(“Masimo”). Shortly after filing its definitive proxy statement with the SEC, Politan furnished the definitive proxy statement
and accompanying WHITE universal proxy card or voting instruction form to some or all of the stockholders entitled to vote at the 2024
Annual Meeting.
The participants in the proxy solicitation are
Politan, Politan Capital Management GP LLC (“Politan Management”), Politan Capital Partners GP LLC (“Politan GP”),
Politan Capital NY LLC (the “Record Stockholder”), Politan Intermediate Ltd., Politan Capital Partners Master Fund LP (“Politan
Master Fund”), Politan Capital Partners LP (“Politan LP”), Politan Capital Offshore Partners LP (“Politan Offshore”
and, collectively with Politan Master Fund and Politan LP, the “Politan Funds”), Quentin Koffey, Matthew Hall, Aaron Kapito
(all of the foregoing persons, collectively, the “Politan Parties”), William Jellison and Darlene Solomon (such individuals,
collectively with the Politan Parties, the “Participants”).
As of the date hereof, the Politan Parties in
this solicitation collectively own an aggregate of 4,713,518 shares (the “Politan Group Shares”) of common stock, par value
$0.001 per share, of Masimo (the “Common Stock”). Mr. Koffey may be deemed to own an aggregate of 4,714,746 shares of Common
Stock (the “Koffey Shares”), which consists of 1,228 restricted stock units (the “RSUs”) as well as the Politan
Group Shares. Politan, as the investment adviser to the Politan Funds, may be deemed to have the shared power to vote or direct the vote
of (and the shared power to dispose or direct the disposition of) the Politan Group Shares, and, therefore, Politan may be deemed to be
the beneficial owner of all of the Politan Group Shares. The Record Stockholder is the direct and record owner of 1,000 shares of Common
Stock that comprise part of the Politan Group Shares. Both the Politan Group Shares and the Koffey Shares represent approximately 8.9%
of the outstanding shares of Common Stock based on 53,182,247 shares of Common Stock outstanding as of June 13, 2024, as reported in Masimo’s
definitive proxy statement filed on June 17, 2024. As the general partner of Politan, Politan Management may be deemed to have the shared
power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Politan Group Shares and,
therefore, Politan Management may be deemed to be the beneficial owner of all of the Politan Group Shares. As the general partner of the
Politan Funds, Politan GP may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or
direct the disposition of) all of the Politan Group Shares, and therefore Politan GP may be deemed to be the beneficial owner of all of
the Politan Group Shares. Mr. Koffey, including by virtue of his position as the Managing Partner and Chief Investment Officer of Politan
and as the Managing Member of Politan Management and Politan GP, may be deemed to have the shared power to vote or direct the vote of
(and the shared power to dispose or direct the disposition of) all of the Koffey Shares.
IMPORTANT INFORMATION AND WHERE TO FIND IT
POLITAN
STRONGLY ADVISES ALL STOCKHOLDERS OF MASIMO TO READ ITS DEFINITIVE PROXY STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS TO SUCH PROXY
STATEMENT AND OTHER PROXY MATERIALS FILED BY POLITAN WITH THE SEC AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT WWW.SEC.GOV. THE DEFINITIVE PROXY STATEMENT AND OTHER
RELEVANT DOCUMENTS, ARE ALSO AVAILABLE ON THE SEC WEBSITE, FREE OF CHARGE, OR BY DIRECTING A REQUEST TO THE PARTICIPANTS’ PROXY
SOLICITOR, D.F. KING & CO., INC., 48 WALL STREET, 22ND FLOOR, NEW YORK, NEW YORK 10005 STOCKHOLDERS CAN CALL TOLL-FREE: (888) 628-8208.
Investor Contact
D.F. King & Co.,
Inc.
Edward McCarthy / Gordon
Algernon / Dan Decea
MASI@dfking.com
Media Contacts
Dan Zacchei / Joe Germani
Longacre Square Partners
dzacchei@longacresquare.com / jgermani@longacresquare.com
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