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.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 16, 2024 (July 15, 2024)
MASIMO CORPORATION
(Exact name of registrant as specified in its
charter)
| DE |
|
001-33642 |
|
33-0368882 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File
Number) |
|
(IRS Employer
Identification No.) |
| 52 Discovery Irvine, CA |
|
92618 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(949) 297-7000
Registrant’s telephone number, including
area code:
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.001 par value |
|
MASI |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act
of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 5.08. Shareholder Director
Nominations.
The information set forth below under Item 8.01 of this Current Report
on Form 8-K is incorporated by reference into this Item 5.08, to the extent applicable.
Item 8.01. Other Events.
On July 15, 2024, the Board of Directors (the “Board”)
of Masimo Corporation (“Masimo” or the “Company”) approved the postponement of the Company’s 2024 Annual
Meeting of Stockholders (the “2024 Annual Meeting”), previously scheduled for Thursday, July 25, 2024. The 2024 Annual Meeting
will now be held on September 19, 2024, at 2:00 p.m., Pacific Daylight Time. Masimo also had to conduct a new broker search as required
by rules of the Securities Exchange Commission (the “SEC”), which search is required to be conducted 20 business days prior
to the record date for the 2024 Annual Meeting. Accordingly, the new record date for the determination of stockholders of the Company
entitled to receive notice of and vote at the 2024 Annual Meeting will be August 12, 2024. On July 16, 2024, Masimo issued a press release
announcing (i) that Masimo has commenced litigation against Politan Capital Management LP
(“Politan”) in federal court in California seeking to require Politan to correct material misstatements
and omissions in Politan’s proxy materials and (ii) the postponement of the 2024 Annual Meeting, a copy of which is filed as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The Board decided to postpone
the 2024 Annual Meeting to accommodate a request by Politan to set a new record date for the 2024 Annual Meeting. In light of the new
record date, Masimo postponed the 2024 Annual Meeting to ensure that Masimo’s stockholders have sufficient time to review revised
proxy materials, make an informed voting decision based on these revised materials, and vote their shares based on full and accurate information.
Masimo will
file a revised proxy statement for the 2024 Annual Meeting with the Securities and Exchange Commission to reflect, among other things,
the rescheduled meeting date for the 2024 Annual Meeting and the new record date for the 2024 Annual Meeting and information relating
to the shares outstanding as of the record date. Masimo will mail a new notice of the 2024 Annual Meeting and proxy card to all stockholders
entitled to vote as of the new record date for the 2024 Annual Meeting. Any votes previously submitted by Masimo stockholders in connection
with the 2024 Annual Meeting will not be counted and previous proxies submitted will be disregarded, and therefore, all stockholders will
need to resubmit their votes, even if they have previously voted.
Due to the fact that the date of the 2024 Annual
Meeting has been changed by more than 30 days from the anniversary date of the 2023 Annual Meeting of Stockholders, Masimo is providing
the due date for submission of any qualified stockholder proposal or any qualified stockholder nomination. Stockholders of Masimo who
wish to have a proposal considered for inclusion in the Company’s proxy materials for the 2024 Annual Meeting pursuant to Rule 14a-8
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must ensure that such proposal is received by
Masimo’s Corporate Secretary at its corporate office at 52 Discovery, Irvine, California 92618, no later than the close of business
on July 26, 2024, which the Company has determined to be a reasonable time before it expects to begin printing and sending its proxy materials
in accordance with Rule 14a-5(f) and Rule 14a-8(e) under the Exchange Act. Any such proposal must also meet the requirements set forth
in the rules and regulations of the SEC in order to be eligible for inclusion in the proxy materials for the 2024 Annual Meeting.
In addition, in accordance with the requirements
contained in the Company’s Fifth Amended and Restated Bylaws, as amended (the “Bylaws”), stockholders of the Company
who wish to bring business before the 2024 Annual Meeting outside of Rule 14a-8 of the Exchange Act or to nominate a person for election
as a director must ensure that written notice of such proposal (including all information specified in the Bylaws) is received by Masimo’s
Corporate Secretary at the address specified above no later than the close of business on July 26, 2024. Any such proposal must meet
the requirements set forth in the Bylaws and other applicable laws in order to be brought before the 2024 Annual Meeting.
In addition
to satisfying the foregoing requirements under the Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit
proxies in support of director nominees, other than the Company’s nominees, must provide notice setting forth the information required
by Rule 14a-19 of the Exchange Act no later than July 26, 2024.
The Bylaws
also permit eligible stockholders to nominate candidates for election to the Board in accordance with procedures providing for proxy
access (the “Proxy Access Bylaw”). Stockholders who wish to recommend director nominees for inclusion in Masimo’s proxy
materials at the 2024 Annual Meeting in compliance with the Proxy Access Bylaw must do so by delivering a proxy access notice to be received
by Masimo’s Corporate Secretary no later than July 26, 2024.
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking
statements as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act in connection with
the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among others, statements regarding the
2024 Annual Meeting and Masimo’s litigation against Politan and its affiliates (the “Litigation”). These forward-looking
statements are based on current expectations about future events affecting Masimo and are subject to risks and uncertainties, all of which
are difficult to predict and many of which are beyond Masimo’s control and could cause its actual results to differ materially and
adversely from those expressed in its forward-looking statements as a result of various risk factors, including, but not limited to (i)
uncertainties regarding the Litigation, (ii) uncertainties regarding future actions that may be taken by Politan in furtherance of its
nomination of director candidates for election at the 2024 Annual Meeting, (iii) the potential cost and management distraction attendant
to Politan’s nomination of director nominees at the 2024 Annual Meeting or the Litigation, (iv) receipt of any new or additional
stockholder proposals for consideration at the 2024 Annual Meeting and (v) factors discussed in the “Risk Factors” section
of Masimo’s most recent periodic reports filed with the SEC, which may be obtained for free at the SEC’s website at www.sec.gov.
Although Masimo believes that the expectations reflected in its forward-looking statements are reasonable, the Company does not know whether
its expectations will prove correct. All forward-looking statements included in this Current Report on Form 8-K are expressly qualified
in their entirety by the foregoing cautionary statements. You are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of today’s date. Masimo does not undertake any obligation to update, amend or clarify these statements or the
“Risk Factors” contained in the Company’s most recent reports filed with the SEC, whether as a result of new information,
future events or otherwise, except as may be required under the applicable securities laws.
Additional
Information Regarding the 2024 Annual Meeting of Stockholders and Where to Find It
On June
21, 2024, the Company filed a definitive proxy statement containing a form of GOLD proxy card with the SEC in connection with its solicitation
of proxies for the 2024 Annual Meeting (the “Original 2024 Proxy Statement”), and anticipates that it will prepare and file
a revised version of the Original 2024 Proxy Statement (the “Revised Proxy Statement”) and mail the Revised Proxy Statement
to its stockholders of record as of the new August 12, 2024 record date for the 2024 Annual Meeting. Any votes previously submitted by
Masimo stockholders in connection with the 2024 Annual Meeting will not be counted and previous proxies submitted will be disregarded,
and therefore, all stockholders will need to resubmit their votes after the Revised Proxy Statement has been filed and mailed to stockholders
as of the new record date, even if they have previously voted. THE COMPANY’S STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE REVISED
PROXY STATEMENT (AND ANY AMENDMENTS AND SUPPLEMENTS THERETO) AND ACCOMPANYING GOLD PROXY CARD AS THEY WILL CONTAIN IMPORTANT INFORMATION.
Stockholders may obtain the Original 2024 Proxy Statement, the Revised Proxy Statement and any amendments or supplements thereto and other
documents as and when filed by the Company with the SEC without charge from the SEC’s website at www.sec.gov.
Certain
Information Regarding Participants
The Company, its directors and
certain of its executive officers and employees may be deemed to be participants in connection with the solicitation of proxies from the
Company’s stockholders in connection with the matters to be considered at the 2024 Annual Meeting. Information regarding the direct
and indirect interests, by security holdings or otherwise, of the Company’s directors and executive officers in the Company is included
in the Original 2024 Proxy Statement, which can be found through the SEC’s website at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000937556/000121390024053125/ea0206756-05.htm.
Changes to the direct or indirect interests of Masimo’s securities by directors and executive officers are set forth in SEC filings
on a Statement of Change in Ownership on Form 4 filed with the SEC on June 28, 2024, which can be found through the SEC’s website
at https://www.sec.gov/Archives/edgar/data/937556/000093755624000053/xslF345X05/wk-form4_1719606794.xml. Any other changes to the Original
2024 Proxy Statement may be found in any amendments or supplements to the Original 2024 Proxy Statement, including the expected Revised
Proxy Statement, and other documents as and when filed by the Company with the SEC, which can be found through the SEC’s website
at www.sec.gov.
Item 9.01. Financial Statements and Exhibits.
(d) The following items are filed as exhibits to the Current Report
on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Masimo Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
MASIMO
CORPORATION |
|
|
| Date: July 16, 2024 |
By: |
/s/
MICAH YOUNG |
| |
|
Micah
Young |
| |
|
Executive
Vice President & Chief Financial Officer |
| |
|
(Principal
Financial Officer) |
Exhibit 99.1
Masimo Files Complaint Seeking Injunction
Requiring Politan to Correct Material Misstatements
IRVINE, Calif. – July 16, 2024 (BUSINESS
WIRE) – Masimo Corporation (“Masimo” or the “Company”) (Nasdaq: MASI), a global leader in noninvasive monitoring
technologies and audio products, today announced that it has commenced litigation against Politan Capital Management LP (“Politan”)
in federal court in California seeking to require Politan to correct material misstatements and omissions in Politan’s proxy materials.
The complaint alleges, among other things, that Quentin Koffey has assisted plaintiff’s counsel in litigation against Masimo. Masimo
has also set a new date for its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) and a new record date to ensure
that the vote of the Company’s stockholders is fair and fully informed.
The Annual Meeting is now scheduled for September
19, 2024, at 2:00 p.m., Pacific Daylight Time. Masimo’s Board of Directors decided to postpone
the Annual Meeting to accommodate a request by Politan to set a new record date for the Annual Meeting. In light of the new record date,
Masimo postponed the Annual Meeting to ensure that Masimo’s stockholders have sufficient time to review revised proxy materials,
make an informed voting decision based on these revised materials and vote their shares based on full and accurate information. Masimo
will also conduct a new broker search as required by rules of the Securities Exchange Commission. Accordingly, the new record date is
August 12, 2024.
Masimo will file a revised proxy
statement for the Annual Meeting with the Securities and Exchange Commission to reflect, among other things, the rescheduled meeting date
for the Annual Meeting and the new record date for the Annual Meeting and information relating to the shares outstanding as of the record
date. Masimo will mail a new notice of the Annual Meeting and proxy card to all stockholders entitled to vote as of the new record date
for the Annual Meeting. Any votes previously submitted by Masimo stockholders in connection with the Annual Meeting will not be counted
and previous proxies submitted will be disregarded, and therefore, all stockholders will need to resubmit their votes, even if they have
previously voted.
Find more information on why
your vote is so important at www.ProtectMasimosFuture.com.
About Masimo
Masimo (NASDAQ: MASI) is a global medical technology company that develops
and produces a wide array of industry-leading monitoring technologies, including innovative measurements, sensors, patient monitors, and
automation and connectivity solutions. In addition, Masimo Consumer Audio is home to eight legendary audio brands, including Bowers &
Wilkins, Denon, Marantz, and Polk Audio. Our mission is to improve life, improve patient outcomes, and reduce the cost of care. Masimo
SET® Measure-through Motion and Low Perfusion™ pulse oximetry, introduced in 1995, has been shown in over 100
independent and objective studies to outperform other pulse oximetry technologies.1 Masimo SET® has
also been shown to help clinicians reduce severe retinopathy of prematurity in neonates,2 improve CCHD screening in newborns3 and,
when used for continuous monitoring with Masimo Patient SafetyNet™ in post-surgical wards, reduce rapid response team activations,
ICU transfers, and costs.4-7 Masimo SET® is estimated to be used on more than 200 million patients
in leading hospitals and other healthcare settings around the world,8 and is the primary pulse oximetry at 9 of the top
10 hospitals as ranked in the 2022-23 U.S. News and World Report Best Hospitals Honor Roll.9 In 2005,
Masimo introduced rainbow® Pulse CO-Oximetry technology, allowing noninvasive and continuous monitoring of blood constituents
that previously could only be measured invasively, including total hemoglobin (SpHb®), oxygen content (SpOC™), carboxyhemoglobin
(SpCO®), methemoglobin (SpMet®), Pleth Variability Index (PVi®), RPVi™ (rainbow® PVi),
and Oxygen Reserve Index (ORi™). In 2013, Masimo introduced the Root® Patient Monitoring and Connectivity Platform,
built from the ground up to be as flexible and expandable as possible to facilitate the addition of other Masimo and third-party monitoring
technologies; key Masimo additions include Next Generation SedLine® Brain Function Monitoring, O3® Regional
Oximetry, and ISA™ Capnography with NomoLine® sampling lines. Masimo’s family of continuous and spot-check
monitoring Pulse CO-Oximeters® includes devices designed for use in a variety of clinical and non-clinical scenarios,
including tetherless, wearable technology, such as Radius-7®, Radius PPG®, and Radius VSM™, portable
devices like Rad-67®, fingertip pulse oximeters like MightySat® Rx, and devices available for use both
in the hospital and at home, such as Rad-97® and the Masimo W1® medical watch. Masimo hospital
and home automation and connectivity solutions are centered around the Masimo Hospital Automation™ platform, and include Iris® Gateway,
iSirona™, Patient SafetyNet, Replica®, Halo ION®, UniView®, UniView :60™, and
Masimo SafetyNet®. Its growing portfolio of health and wellness solutions includes Radius Tº®, Masimo
W1 Sport, and Masimo Stork™. Additional information about Masimo and its products may be found at www.masimo.com. Published
clinical studies on Masimo products can be found at www.masimo.com/evidence/featured-studies/feature/.
RPVi has not received FDA 510(k) clearance and
is not available for sale in the United States. The use of the trademark Patient SafetyNet is under license from University HealthSystem
Consortium.
References
| |
1. |
Published clinical studies on pulse oximetry and the benefits of Masimo SET® can be found on our website at http://www.masimo.com. Comparative studies include independent and objective studies which are comprised of abstracts presented at scientific meetings and peer-reviewed journal articles. |
| |
2. |
Castillo A et al. Prevention of Retinopathy of Prematurity in Preterm Infants through Changes in Clinical Practice and SpO2 Technology. Acta Paediatr. 2011 Feb;100(2):188-92. |
| |
3. |
de-Wahl Granelli A et al. Impact of pulse oximetry screening on the detection of duct dependent congenital heart disease: a Swedish prospective screening study in 39,821 newborns. BMJ. 2009;Jan 8;338. |
| |
4. |
Taenzer A et al. Impact of pulse oximetry surveillance on rescue events and intensive care unit transfers: a before-and-after concurrence study. Anesthesiology. 2010:112(2):282-287. |
| |
5. |
Taenzer A et al. Postoperative Monitoring – The Dartmouth Experience. Anesthesia Patient Safety Foundation Newsletter. Spring-Summer 2012. |
| |
6. |
McGrath S et al. Surveillance Monitoring Management for General Care Units: Strategy, Design, and Implementation. The Joint Commission Journal on Quality and Patient Safety. 2016 Jul;42(7):293-302. |
| |
7. |
McGrath S et al. Inpatient Respiratory Arrest Associated With Sedative and Analgesic Medications: Impact of Continuous Monitoring on Patient Mortality and Severe Morbidity. J Patient Saf. 2020 14 Mar. DOI: 10.1097/PTS.0000000000000696. |
| |
8. |
Estimate: Masimo data on file. |
| |
9. |
http://health.usnews.com/health-care/best-hospitals/articles/best-hospitals-honor-roll-and-overview. |
Forward-Looking Statements
This press release includes forward-looking statements
as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
in connection with the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among others, statements
regarding the Annual Meeting and Masimo’s litigation against Politan and its affiliates (the “Litigation”). These forward-looking
statements are based on current expectations about future events affecting Masimo and are subject to risks and uncertainties, all of which
are difficult to predict and many of which are beyond Masimo’s control and could cause its actual results to differ materially and
adversely from those expressed in its forward-looking statements as a result of various risk factors, including, but not limited to (i)
uncertainties regarding the Litigation, (ii) uncertainties regarding future actions that may be taken by Politan in furtherance of its
nomination of director candidates for election at the Annual Meeting, (iii) the potential cost and management distraction attendant to
Politan’s nomination of director nominees at the Annual Meeting or to the Litigation and (iv) factors discussed in the “Risk
Factors” section of Masimo’s most recent periodic reports filed with the Securities and Exchange Commission (“SEC”),
which may be obtained for free at the SEC’s website at www.sec.gov. Although Masimo believes that the expectations reflected in
its forward-looking statements are reasonable, the Company does not know whether its expectations will prove correct. All forward-looking
statements included in this press release are expressly qualified in their entirety by the foregoing cautionary statements. You are cautioned
not to place undue reliance on these forward-looking statements, which speak only as of today’s date. Masimo does not undertake
any obligation to update, amend or clarify these statements or the “Risk Factors” contained in the Company’s most recent
reports filed with the SEC, whether as a result of new information, future events or otherwise, except as may be required under the applicable
securities laws.
Additional Information Regarding
the 2024 Annual Meeting of Stockholders and Where to Find It
On June
21, 2024, the Company filed a definitive proxy statement containing a form of GOLD proxy card with the SEC in connection with its solicitation
of proxies for the Annual Meeting (the “Original 2024 Proxy Statement”), and anticipates that it will prepare and file a revised
version of the Original 2024 Proxy Statement (the “Revised Proxy Statement”) and mail the Revised Proxy Statement to its stockholders
of record as of the new August 12, 2024 record date for the Annual Meeting. Any votes previously submitted by Masimo stockholders in connection
with the Annual Meeting will not be counted and previous proxies submitted will be disregarded, and therefore, all stockholders will need
to resubmit their votes after the Revised Proxy Statement has been filed and mailed to stockholders as of the new record date, even if
they have previously voted. THE COMPANY’S STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE REVISED PROXY STATEMENT (AND ANY AMENDMENTS
AND SUPPLEMENTS THERETO) AND ACCOMPANYING GOLD PROXY CARD AS THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain the Original
2024 Proxy Statement, the Revised Proxy Statement and any amendments or supplements thereto and other documents as and when filed by the
Company with the SEC without charge from the SEC’s website at www.sec.gov.
Certain
Information Regarding Participants
The Company,
its directors and certain of its executive officers and employees may be deemed to be participants in connection with the solicitation
of proxies from the Company’s stockholders in connection with the matters to be considered at the Annual Meeting. Information regarding
the direct and indirect interests, by security holdings or otherwise, of the Company’s directors and executive officers in the
Company is included in the Original 2024 Proxy Statement, which can be found through the SEC’s website at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000937556/000121390024053125/ea0206756-05.htm.
Changes to the direct or indirect interests of Masimo’s securities by directors and executive officers are set forth in SEC filings
on a Statement of Change in Ownership on Form 4 filed with the SEC on June 28, 2024, which can be found through the SEC’s website
at https://www.sec.gov/Archives/edgar/data/937556/000093755624000053/xslF345X05/wk-form4_1719606794.xml. Any other changes to the Original
2024 Proxy Statement may be found in any amendments or supplements to the Original 2024 Proxy Statement, including the expected Revised
Proxy Statement, and other documents as and when filed by the Company with the SEC, which can be found through the SEC’s website
at www.sec.gov.
# # #
| Investor Contact: Eli Kammerman |
Media Contact: Evan Lamb |
| (949) 297-7077 |
(949) 396-3376 |
| ekammerman@masimo.com |
elamb@masimo.com |
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