Masimo’s Future Depends on Vote at September 19 Annual Meeting
Masimo (NASDAQ: MASI) urges stockholders to vote 'FOR' Joe Kiani and Christopher Chavez at the September 19, 2024 Annual Meeting. The company emphasizes that this vote will determine Masimo's future leadership and strategy. Key points include:
1. Masimo's current leadership has driven innovation and growth, with 22% healthcare revenue growth year-over-year.
2. The company warns that electing Politan's nominees could lead to a loss of key employees and expertise.
3. Masimo has raised its full-year EPS guidance and aims to double EPS to $8 in five years.
4. The company criticizes Politan's lack of concrete plans and medical technology expertise.
5. Masimo highlights its track record of value creation and commitment to addressing stockholder feedback.
Masimo (NASDAQ: MASI) invita gli azionisti a votare 'A FAVORE' di Joe Kiani e Christopher Chavez durante l'Assemblea Annuale del 19 settembre 2024. L'azienda sottolinea che questo voto determinerà la futura leadership e strategia di Masimo. I punti chiave includono:
1. L'attuale leadership di Masimo ha guidato innovazione e crescita, con una crescita del fatturato sanitario del 22% anno su anno.
2. L'azienda avverte che l'elezione dei candidati di Politan potrebbe portare alla perdita di dipendenti chiave e competenze.
3. Masimo ha aumentato le previsioni per l'EPS annuale e mira a raddoppiare l'EPS a $8 in cinque anni.
4. L'azienda critica la mancanza di piani concreti e di competenze nella tecnologia medica da parte di Politan.
5. Masimo evidenzia il suo eccellente record di creazione di valore e il suo impegno nel rispondere ai feedback degli azionisti.
Masimo (NASDAQ: MASI) insta a los accionistas a votar 'A FAVOR' de Joe Kiani y Christopher Chavez en la Junta Anual del 19 de septiembre de 2024. La compañía enfatiza que esta votación determinará el futuro liderazgo y estrategia de Masimo. Los puntos clave incluyen:
1. El liderazgo actual de Masimo ha impulsado la innovación y el crecimiento, con un aumento del 22% en los ingresos sanitarios interanuales.
2. La compañía advierte que elegir a los nominados de Politan podría llevar a la pérdida de empleados clave y experiencia.
3. Masimo ha elevado su guía de EPS para todo el año y pretende duplicar el EPS a $8 en cinco años.
4. La compañía critica la falta de planes concretos y la falta de experiencia en tecnología médica de Politan.
5. Masimo destaca su historial en la creación de valor y su compromiso con atender la retroalimentación de los accionistas.
마시모(MASIMO)(NASDAQ: MASI)는 주주들에게 2024년 9월 19일 연례 회의에서 '찬성'인 조 키아니와 크리스토퍼 차베스를 지지해 줄 것을 촉구합니다. 회사는 이번 투표가 마시모의 미래 리더십과 전략을 결정할 것이라고 강조합니다. 주요 사항은 다음과 같습니다:
1. 마시모의 현재 리더십은 혁신과 성장을 주도했으며, 연간 의료 수익이 22% 성장했습니다.
2. 회사는 폴리탄의 후보자를 선출할 경우 주요 직원 및 전문성을 잃을 수 있다고 경고합니다.
3. 마시모는 연간 EPS 가이던스를 상향 조정했으며, 향후 5년 내에 EPS를 $8로 두 배로 늘릴 계획입니다.
4. 회사는 폴리탄이 실질적인 계획과 의료 기술 전문성이 부족하다고 비판합니다.
5. 마시모는 가치 창출 실적과 주주 의견 반영에 대한 헌신을 강조합니다.
Masimo (NASDAQ: MASI) incite les actionnaires à voter 'EN FAVEUR' de Joe Kiani et Christopher Chavez lors de l'Assemblée Générale du 19 septembre 2024. L'entreprise souligne que ce vote déterminera la future direction et la stratégie de Masimo. Les points clés incluent :
1. La direction actuelle de Masimo a favorisé l'innovation et la croissance, avec une augmentation des revenus de 22 % dans le secteur de la santé d'une année sur l'autre.
2. L'entreprise met en garde contre le fait qu'élire les candidats de Politan pourrait entraîner la perte d'employés clés et d'expertise.
3. Masimo a relevé ses prévisions de BPA annuel et vise à doubler son BPA à 8 $ dans cinq ans.
4. L'entreprise critique le manque de plans concrets et d'expertise en technologie médicale de Politan.
5. Masimo met en avant son bilan en matière de création de valeur et son engagement à prendre en compte les retours des actionnaires.
Masimo (NASDAQ: MASI) fordert die Aktionäre auf, bei der Hauptversammlung am 19. September 2024 'FÜR' Joe Kiani und Christopher Chavez zu stimmen. Das Unternehmen betont, dass diese Abstimmung über die zukünftige Führung und Strategie von Masimo entscheiden wird. Wichtige Punkte sind:
1. Die derzeitige Führung von Masimo hat Innovation und Wachstum vorangetrieben, mit einem jährlichen Wachstum der Umsätze im Gesundheitswesen von 22 %.
2. Das Unternehmen warnt, dass die Wahl der Nominierten von Politan zu einem Verlust von Schlüsselmitarbeitern und Fachwissen führen könnte.
3. Masimo hat seine EPS-Prognose für das Gesamtjahr angehoben und strebt an, das EPS in fünf Jahren auf 8 $ zu verdoppeln.
4. Das Unternehmen kritisiert die mangelnden konkreten Pläne und die Expertise in Medizintechnologie von Politan.
5. Masimo hebt seine Erfolgsbilanz in der Wertschöpfung und das Engagement zur Berücksichtigung der Rückmeldungen der Aktionäre hervor.
- 22% growth in healthcare revenue year-over-year, and 9% in the first half of 2024
- Record-breaking levels of new hospital contracts for the second consecutive quarter
- Significant progress towards 30% operating margin goal
- Raised full-year GAAP consolidated EPS guidance range to $1.74-$1.89, and non-GAAP to $3.80-$4.00
- On track to achieve goal of doubling EPS to $8 in the next five years
- Doubled non-GAAP earnings since 2017 and beat consensus earnings estimates 29 of the last 30 quarters
- Potential loss of CEO Joe Kiani, COO Bilal Muhsin, and up to 300 key employees if Politan gains control
- Ongoing proxy contest with Politan Capital Management, creating uncertainty for the company's future leadership
Insights
This proxy battle at Masimo is highly impactful for investors. The outcome could significantly alter the company's leadership, strategy and future performance. Key points to consider:
- Incumbent management touts strong recent performance, including
22% healthcare revenue growth and raised EPS guidance. - They warn of potential talent loss, including CEO Joe Kiani and up to 300 key employees, if Politan gains control.
- Politan's lack of concrete plans and med-tech experience raises concerns about future direction and innovation.
- The vote's outcome will likely cause short-term stock volatility, regardless of winner.
Investors should carefully weigh the risks of change against potential benefits of new oversight, considering Masimo's recent financial performance and long-term innovation track record.
This proxy contest highlights critical corporate governance issues:
- Board composition and CEO succession are at stake, with potential for significant leadership changes.
- Questions arise about the balance between founder-led innovation and external oversight.
- The activist investor's approach and qualifications for board leadership are under scrutiny.
- Transparency concerns exist, particularly regarding Politan's plans and investor base.
Shareholders must evaluate the long-term implications of their vote on Masimo's governance structure. The outcome will set a precedent for how the company balances innovation, performance and shareholder interests going forward. This battle underscores the importance of clear succession planning and board diversity in tech-driven healthcare companies.
The proxy fight at Masimo presents a pivotal moment for the medical technology sector. Key considerations:
- Masimo's innovation pipeline, with 4,000+ patent filings, is at risk if key personnel depart.
- The company's ability to defend its IP against tech giants like Apple is important for long-term value.
- Potential leadership changes could impact ongoing R&D and product development cycles.
- Industry partnerships and customer relationships might be affected by instability.
The med-tech industry relies on consistent innovation and strong stakeholder relationships. Any disruption to Masimo's leadership could have ripple effects on its competitive position and industry standing. Investors should consider how leadership changes might impact Masimo's ability to continue delivering cutting-edge medical monitoring technologies.
Stockholders are Urged to Vote “FOR” Only Masimo’s Director Nominees, Joe Kiani and Christopher Chavez, on the Updated GOLD Proxy Card
Masimo is urging stockholders to vote “FOR” the Company’s director nominees, Joe Kiani and Christopher Chavez, on the updated GOLD proxy card to protect the Company and the value of their investment. Stockholders of record as of the close of business on August 12, 2024 are entitled to vote at the Annual Meeting.
The full text of the letter follows:
Dear Fellow Masimo Stockholders,
This is the final letter you will receive from us about our September 19th Annual Meeting – and it’s an important one. Your votes at this meeting carry significant weight and will determine who will lead Masimo and its strategy moving forward. We are appealing to you because leadership matters and we believe the upcoming vote will determine the future value of your investment.
The Future of Masimo Depends on Your Vote
As you consider your vote, we want you to keep in mind the following:
A VOTE FOR JOE KIANI AND CHRISTOPHER CHAVEZ SUPPORTS: |
A VOTE FOR POLITAN MEANS: |
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Proven leadership with the technical expertise, institutional knowledge and the critical stakeholder relationships necessary to run a highly distinguished medical technology company like Masimo. Joe Kiani alone has overseen Masimo’s innovation with more than 4,000 patent filings, 900 of which name him as an inventor. Joe Kiani’s leadership sustains the innovation and spirit that has enabled Masimo’s growth. |
Losing Joe Kiani, along with Masimo’s COO, Bilal Muhsin (Joe Kiani’s planned successor), and up to three hundred other key employees, including senior executives, who have expressed that they may leave Masimo if Quentin Koffey takes control. |
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Continued business momentum. Among other things, we have:
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The inexperienced and divisive Quentin Koffey will control Masimo, and he has no concrete plans for our business or to fill the potential talent gap. He has said that he would appoint fellow Politan director Michelle Brennan – who has never been the CEO of a public or private company – as interim CEO and hire consultants to determine the path forward. The uncertainty around leadership and Masimo’s strategy while Politan’s consultants scramble to come up with a plan is likely to be incredibly damaging to Masimo’s business and relationships with stakeholders. |
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A team with a decades-long, track record of value creation and commitment to driving innovation that supports patients. Importantly:
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Putting an inexperienced team with no medical technology expertise at the helm that has a dismal performance track record.
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THE TAKEAWAY IS: Joe Kiani built Masimo from the ground up, traversing the world to meet with engineers, physicians and patients that have guided him and the team to solve innumerable problems with lifesaving and groundbreaking products.
Joe Kiani has also protected Masimo’s IP with historic wins against Apple, Medtronic, and Philips, not only enjoining infringing products by Apple and Medtronic, but forging a long-term partnership with Philips, with over
Under our current leadership team, Masimo has a bright future as we continue to pursue opportunities to increase profitability and capitalize on strong product demand. |
THE THING TO REMEMBER IS: In his time on the Board, Quentin Koffey has not put forth any proposals to change Masimo’s strategy or business practices. In fact, he actively sabotaged the initial process for separating the consumer business, hired a firm to identify former Masimo employees who would be willing to speak secretly with Politan to provide damaging information about the Company and continues to stand in the way of value creation.
Since day one, Quentin Koffey has relied on obfuscation to advance his campaign to take control of Masimo – failing to disclose the identity of his investors in line with SEC rules, failing to shed light on how he would lead Masimo if Politan gains control of the Board and failing to act in the best interests of Masimo stockholders.
Even now, Quentin Koffey continues to attempt to focus stockholders on red herrings and manufactured allegations. Why? To hide that he has no plan for Masimo beyond gaining control, which will drive out the core team of innovators. As a result, Masimo’s innovation engine, credibility, growth trajectory and stock price are at risk of being destroyed. |
But don’t just take our word for it, listen to the experts. Here’s what they’re saying…
…about Masimo’s Nominees:
- “Mr. Kiani is unbelievable in the number of achievements, innovations that he has created for Masimo. The damage to Masimo will be enormous if he leaves Masimo but the loss to humanity and our patients will be irreparable.” – Dr. Michael Ramsay, Baylor University Medical Center (7.21.24)
- “As a recognised global leader with a track record in patient safety and medical policy leadership I cannot believe that a company with such an exemplary position that Masimo currently enjoys would even contemplate losing such a leader as Joe Kiani.” – Dr. Mike Durkin, Senior Advisor on Patient Safety Policy and Leadership for the NIHR Imperial College Patient Safety Translational Research Centre (7.21.24)
- “What makes Joe remarkable is that his leadership style is not about ego or personal accolades. Instead, his focus has always been on the impact of the technology itself and the lives it can save. This is the essence of why he is integral to Masimo.” – Dr. Mitchell Goldstein, Professor of Pediatrics at Loma Linda University School of Medicine (9.8.24)
- “Shareholders should recognize the qualifications of strong nominees like Chavez, who bring experience to support Masimo’s business momentum and increasing diverse representation.” – Carlos Orta, Florida Politics (8.22.24)
…about Politan’s Nominees:
- “These candidates have no experience in running a med tech company, which makes you question what’s really behind this challenge, how any shareholder could support this, and at what cost.” – Steve Forbes, Forbes (8.13.24)
- “If Politan snags control of the board, Masimo will be led by a three-year-old hedge fund helmed by a vulture investor with no expertise or experience in the med-tech field.” – Hazel Trice Edney, The Citizen (8.12.24)
…about Masimo’s Future:
- “The loss of Masimo’s executive leadership as well as its talented employee base would generate a massive disruption, effectively halting future innovations to the detriment of patients and shareholders.” – Jerry Rogers, RealClearPolicy (9.4.24)
- "...Politan has offered no hints about its own plans to increase the stock’s value, which has added to the speculation that the hedge fund, lacking industry experience, is in over its head, has no viable game plan, would face serious retention issues with a mass exodus of key leaders and engineers, and has been motivated from the outset by the prospect of cashing in on the expected short-term stock price boost resulting from the sale or spinoff of Masimo assets like Sound United." – Dan Ikenson, Forbes (8.29.24)
Joe Kiani and Christopher Chavez are committed to and capable of driving value creation for all stockholders – Politan and its nominees are not.
We recognize that you may not agree with every decision our Board has made, and that there are things you would like to see us do differently. We have heard you and have made commitments in response to your feedback, including a plan to separate Masimo’s consumer business in whichever form maximizes stockholder value as well as expand the Board, which will be fully declassified in 2026. We will continue to listen and act in your best interests. After all, our interests are aligned with yours. We are stockholders of Masimo, and Joe Kiani is Masimo’s largest individual stockholder; no one has more to lose than he does if the Company’s progress is derailed. Our interests are firmly aligned, and we’re dedicated to doing everything we can to ensure Masimo and all our stockholders win for the long term.
The stakes in this vote are high, and you are in control of what happens next. Do not put the future of Masimo and your investment at risk by handing control to Quentin Koffey.
We urge you to vote “FOR” Masimo’s director nominees, Joe Kiani and Christopher Chavez, on the updated GOLD proxy card to protect Masimo’s future and your investment. We are grateful for your ongoing support.
Sincerely,
Craig Reynolds
Bob Chapek
Joe Kiani
For more information on how to protect the value of your investment at Masimo, visit www.ProtectMasimosFuture.com.
Your Vote Is Important, Please Use The Updated GOLD Proxy Card Today! |
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Simply follow the easy instructions on the enclosed updated GOLD proxy card to vote by internet or by signing, dating, and returning the updated GOLD proxy card in the postage-paid envelope provided. If you received this letter by email, you may also vote by pressing the “VOTE NOW” button in the accompanying email. |
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If you have previously voted on the GOLD proxy card or voting instruction form for the annual meeting previously scheduled on July 25, 2024, your vote is no longer valid. To enable your votes to be validly counted for the 2024 Annual Meeting, you must resubmit your vote on the updated GOLD proxy card or voting instruction form attached to the revised proxy statement for the 2024 Annual Meeting now scheduled to be held on September 19, 2024. |
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If you have questions about how to vote your shares, please call the firm assisting us with the solicitation of proxies, |
Innisfree M&A Incorporated |
1 (877) 456-3463 (toll-free from the |
or |
+1 (412) 232-3651 (from other locations) |
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If you hold your shares in more than one account, you will receive separate notifications. Please be sure to vote ALL your accounts using the updated GOLD proxy card relating to each account. |
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 newborns 3 and, when used for continuous monitoring with Masimo Patient SafetyNet ™ in post-surgical wards, reduce rapid response team activations, ICU transfers, and costs. 4-5 Masimo SET ® is estimated to be used on more than 200 million patients in leading hospitals and other healthcare settings around the world, 6 and is the primary pulse oximetry at all 10 top
References
1. Published clinical studies on pulse oximetry and the benefits of Masimo SET ® can be found on our website at 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. 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.
5. 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. 2021; 17(8):557-561.
6. Estimate: Masimo data on file.
7. As ranked in the 2024 Newsweek World’s Best Hospitals listing, available at https://www.newsweek.com/rankings/worlds-best-hospitals-2024/united-states.
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 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) of Masimo and the potential stockholder approval of the Board’s nominees; Masimo’s revenue guidance for full-year 2024 and potential growth; Masimo’s goal of achieving
Non-GAAP Financial Measure
This press release discusses the Company’s non-GAAP consolidated EPS for the year ending December 28, 2024, which is a supplement to the corresponding measure prepared in accordance with GAAP. Management believes non-GAAP consolidated EPS is an important measure in the evaluation of the Company’s performance and uses this measure to better understand and evaluate its business. Non-GAAP consolidated EPS reflects adjustment for certain items that are described in the Company’s earnings press release for the quarter ended June 29, 2024, which was furnished on a Current Report on Form 8-K filed by the Company on August 6, 2024, and is available here: https://www.sec.gov/Archives/edgar/data/937556/000093755624000062/masi-20240806xex991.htm (the “Q2 Earnings Release”). Management believes that adjustments for these items assist investors in making comparisons of period-to-period operating results. Furthermore, management also believes that these items are not indicative of the Company’s on-going operating performance. This non-GAAP financial measure has certain limitations in that it does not reflect all of the costs associated with the operations of the Company’s business as determined in accordance with GAAP. Therefore, investors should consider non-GAAP financial measures in addition to, and not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP. The non-GAAP financial measure presented by the Company may be different from the non-GAAP financial measures used by other companies.
Additional Information Regarding the 2024 Annual Meeting of Stockholders and Where to Find It
On August 15, 2024, the Company filed a revised version of its 2024 proxy statement (the “Revised Proxy Statement”) and has mailed 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 submitted by Masimo stockholders in connection with the 2024 Annual Meeting prior to the filing of the Revised Proxy Statement 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. The Company filed a revised version of the Revised Proxy Statement with the SEC on August 22, 2024, which amended, superseded and replaced in its entirety the Revised Proxy Statement (the “Amended Revised Proxy Statement”). THE COMPANY’S STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE AMENDED REVISED PROXY STATEMENT (AND ANY AMENDMENTS AND SUPPLEMENTS THERETO) AND ACCOMPANYING UPDATED GOLD PROXY CARD AS THEY CONTAIN IMPORTANT INFORMATION. Stockholders may obtain the Amended 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 Amended Revised Proxy Statement, which can be found through the SEC’s website at https://www.sec.gov/ix?doc=/Archives/edgar/data/937556/000121390024071554/ea0206756-07.htm, and any changes thereto may be found in any amendments or supplements to the Amended 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.
Disclaimer
The Company has neither sought nor obtained the consent from any third party to use any statements or information contained in this press release that have been obtained or derived from statements made or published by such third parties. Any such statements or information should not be viewed as indicating the support of such third parties for the views expressed herein.
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1 Represents a non-GAAP financial measure. Refer to the heading “Non-GAAP Financial Measure” below for additional detail.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240909440618/en/
Investor Contact: Eli Kammerman
(949) 297-7077
ekammerman@masimo.com
Media Contact: Evan Lamb
(949) 396-3376
elamb@masimo.com
Source: Masimo Corporation
FAQ
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