Masimo Shares Final Thoughts Ahead of September 19 Annual Meeting Where Everything is at Stake

Rhea-AI Summary

Masimo (NASDAQ: MASI) has shared key points ahead of their important September 19 Annual Meeting. The company urges shareholders to vote for its nominees, Joe Kiani and Christopher Chavez, instead of Quentin Koffey. Masimo reports strong Q2 earnings with 22% growth in healthcare revenue and has raised its 2024 EPS guidance. The company is also in advanced discussions for a potential joint venture to sell a majority stake in its consumer businesses. Masimo has partnered with Google to develop a reference platform for Wear OS smartwatches, enhancing its position in the premium wearable market. Additionally, the company is declassifying its Board and expanding it to 9-11 members to align with shareholder feedback. A federal court has held Quentin Koffey in contempt for misleading shareholders and proxy advisory firms, ISS and Glass Lewis. The court confirmed Koffey's dishonest actions, further supporting Masimo's plea for shareholder votes.

Positive

• 22% growth in healthcare revenue in Q2 2024.
• Raised 2024 EPS guidance to $1.74-$1.89 (GAAP) and $3.80-$4.00 (non-GAAP).
• Monumental partnership with Google for Wear OS smartwatches.
• Potential joint venture to sell a majority stake in consumer businesses.
• Advanced discussions with JV partners, including a large US-based tech company.

Negative

• Federal court finds Quentin Koffey in contempt and confirms he misled shareholders and proxy advisory firms ISS and Glass Lewis.

Insights

Financial Analyst

This proxy battle is a critical juncture for Masimo. The company's recent strong Q2 2024 earnings, with 22% growth in healthcare revenue year-over-year and raised full-year guidance demonstrate operational strength. The partnership with Google for Wear OS smartwatches positions Masimo at the forefront of wearable technology, potentially opening new revenue streams. However, the ongoing conflict with Politan Capital Management raises governance concerns. The court's findings of false statements by Politan and Quentin Koffey cast doubt on their credibility. Masimo's commitment to board declassification and expansion shows responsiveness to shareholder feedback. The outcome of this proxy contest could significantly impact Masimo's strategic direction and long-term value creation potential.

Corporate Governance Expert

The proxy battle at Masimo highlights significant corporate governance issues. The court's ruling on Politan and Koffey's contempt and false statements raises serious concerns about their fitness for board leadership. Masimo's ongoing board reforms, including declassification and expansion, are positive steps towards better governance. However, the company's resistance to Politan's board nominees suggests potential entrenchment concerns. The conflict between management and activist investors underscores the importance of transparent communication and alignment of interests. Shareholders must carefully weigh the trade-offs between potential short-term gains from activist intervention and the long-term stability and innovation focus of current management.

Tech Industry Analyst

Masimo's strategic pivot towards consumer technology, exemplified by the Google partnership for Wear OS, marks a significant expansion of its addressable market. This move leverages Masimo's core strengths in biosensing and signal processing, potentially positioning the company as a key player in the rapidly growing wearable health tech sector. The planned separation of the consumer business through a joint venture could unlock value by allowing each segment to focus on its core competencies. However, the execution risks associated with this transition are substantial, particularly given the ongoing leadership dispute. The outcome of the proxy battle could significantly impact Masimo's ability to successfully navigate this critical transformation phase.

IRVINE, Calif.--(BUSINESS WIRE)-- Masimo Corporation (“Masimo” or the “Company”) (NASDAQ: MASI), a global leader in noninvasive monitoring technologies and audio products, today is sharing a summary of the core issues to consider in this contest for control of the Masimo Board and urging stockholders to vote “FOR” only Masimo’s Director Nominees, Joe Kiani and Christopher Chavez, on the updated GOLD proxy card.

“For more than 35 years, the team at Masimo has poured our heart and soul into driving innovations for patients and value for stockholders. We have internalized our stockholders’ feedback and we are changing – some of those changes have already been implemented and others are just around the corner, including the separation of our consumer business and expansion of our Board. This builds on the continued momentum we are driving across Masimo, as demonstrated by our strong second quarter results and recently announced strategic partnerships with companies such as Google and Qualcomm,” said Joe Kiani, Chairman and Chief Executive Officer of Masimo.

“We urge you not to trust Quentin Koffey to control this company – he is not qualified, he has no strategic plan, and he is not worthy of being trusted with your investment. After Quentin Koffey repeatedly sought to undermine Masimo’s progress, a federal court has now held Quentin Koffey in contempt and publicly confirmed that he has lied to stockholders and proxy advisory firms ISS and Glass Lewis. We deeply appreciate all of the time stockholders have spent with us to understand why this vote matters so much. There are just nine months until our next Annual Meeting when you will get to vote again on me and other non-Politan directors currently on the Board. Our interests are aligned with our stockholders’, and we will not let you down.”

Here is why stockholders should support Masimo’s nominees:

MASIMO’S MANAGEMENT TEAM AND NON-POLITAN DIRECTORS HAVE THE EXPERTISE NEEDED TO RUN THE BUSINESS AND DRIVE STOCKHOLDER VALUE.

• Masimo delivered strong Q2 2024 earnings and raised 2024 guidance. Highlights of the Company’s strong Q2 2024 earnings include achieving 22% growth in healthcare revenue year-over-year and record-breaking levels of new hospital contracts for a second consecutive quarter. Reflecting continued confidence in Masimo’s business and strategy, the Company has materially raised its full-year GAAP consolidated EPS guidance range to $1.74-$1.89, and the non-GAAP consolidated EPS guidance range to $3.80-$4.00¹, affirming that the Company remains on track to achieve its goal of doubling EPS to $8 in the next five years.
• Masimo has announced a monumental partnership with Google to develop a state-of-the-art reference platform for Wear OS by Google^™ smartwatches². Masimo’s next generation biosensing technologies, precision components and advanced signal processing algorithms will serve as the foundation for Wear OS devices. As a result, Masimo’s OEM business will be at the very center of the Wear OS ecosystem as it grows and scales – and is well positioned to help supercharge the future of high-performing, premium wearable devices for consumers everywhere.
• The Company has 4,000 patents, including 900 that bear Joe Kiani’s name. Masimo’s founder and CEO, Joe Kiani, is a driving force behind the Company’s innovation and not only takes a hands-on approach to R&D, but also motivates the team to solve the “unsolvable” for patients around the world. Joe Kiani is a well-known and well-respected leader in the industry, with numerous medical professionals and third parties vouching for his capabilities and achievements as a MedTech company CEO. Stockholders are encouraged to view third party letters of support and video testimonials on Masimo’s website at https://protectmasimosfuture.com/testimonials-and-accomplishments.
• Masimo’s recent progress builds on decades of value creation. Masimo has shown that it has the right leadership, expertise and critical industry connections – resulting in a 35-year track record of delivering growth, stockholder value and lifesaving and life-improving technologies. In fact, Masimo has doubled its non-GAAP earnings since 2017 and beat consensus earnings estimates 29 of the last 30 quarters.

CHANGE IS HAPPENING AT MASIMO, AND THE COMPANY WILL CONTINUE LISTENING TO STOCKHOLDERS.

• Advanced discussions with JV partners are continuing. Masimo is actively continuing its advanced discussions and negotiations with partners for a potential joint venture transaction in which Masimo would sell the majority stake of its Consumer businesses to a joint venture (the “Potential JV”). The potential partners with which Masimo is in very active discussions include a large US-based technology company. Masimo is having near daily communications with partners to the Potential JV and management is optimistic that the partners will deliver a binding term sheet offer for the Potential JV in the very near term for Masimo Board of Directors approval. The Company and management remain highly committed to engaging in a transaction that maximizes stockholder value.
• Declassification of the Masimo Board has already started and will be complete at the 2026 Annual Meeting. Since the 2023 Annual Meeting, and in accordance with stockholder feedback, the Company began the process of declassifying the Board. Consequently, stockholders will have the opportunity to hold Joe Kiani and other non-Politan directors accountable for the Board’s progress in just nine months at the 2025 Annual Meeting.
• Masimo will expand the Board to 9 to 11 members. Masimo has also committed to expanding the Board to 9 to 11 Board members with highly qualified, additive independent directors. As part of this process, Joe Kiani will not recommend any potential candidates to the Nominating, Compliance and Corporate Governance Committee.

ISS AND GLASS LEWIS BASED RECOMMENDATIONS ON POLITAN’S LIES; EGAN-JONES SUPPORTS MANAGEMENT IN ONLY PROXY ADVISORY FIRM RECOMMENDATION MADE AFTER MULTIPLE CORRECTIVE DISCLOSURES BY POLITAN AND QUENTIN KOFFEY.

• Importantly, the Court found that Politan’s false statements improperly influenced the recommendations made to stockholders by ISS and Glass Lewis.³ Notably, Egan-Jones, the sole proxy advisory firm to issue its recommendation following access to and review of post-litigation discovery facts and Politan’s corrections, has recommended that stockholders vote in favor of only Masimo’s director nominees – Joe Kiani and Christopher Chavez. In summarizing its position, Egan-Jones stated:
  1. “Joe Kiani’s track record in driving innovation and securing IP rights is critical to Masimo’s future success.”
  2. “A dissident win could result in an abrupt and destabilizing management change, hindering Masimo's growth trajectory.”
  3. “The current management team is well-positioned to continue leveraging Masimo's patents and product pipeline for long-term shareholder value.”

INTEGRITY, CHARACTER AND EXPERTISE MATTER.

• Politan and Quentin Koffey were held in contempt of court. On September 13, the U.S. District Court for the Central District of California (“the Court”) found Politan and Quentin Koffey in contempt of court in connection with their September 12, 2024 violation of a court order.
  • The full Court order can be found here: https://protectmasimosfuture.com/wp-content/uploads/2024/09/Order-Regarding-Contempt-Proceeding.pdf
• Politan and Quentin Koffey abused Koffey’s Board position. The evidence shows that Politan made secret payments to access recently separated Masimo employees and a top executive at Masimo’s largest competitor in an effort to dig up information damaging to Masimo for the proxy contest. Politan and Quentin Koffey only disclosed these payments after they were caught doing so during the litigation.
• A federal Judge affirmed that Politan and Quentin Koffey lied to Masimo stockholders. In its September 13 order, the Court also found that Politan and Quentin Koffey had actively and repeatedly disseminated materially false and misleading statements to Masimo stockholders – confirming that Quentin Koffey and Politan have been dishonest with stockholders. The appendix at the end of this release sets forth some of the Court’s most relevant statements.
  • Politan and Quentin Koffey Lied About the Spin-off. Quentin Koffey falsely claimed that the Special Committee had unanimously rejected the term sheet he had previously agreed upon with Joe Kiani. In fact, Politan’s corrective disclosures revealed that Quentin Koffey never shared the agreed upon term sheet with any other member of the Special Committee.
  • Politan and Quentin Koffey Lied About the Board’s Role in the Sale Process. Quentin Koffey falsely claimed that the Board authorized Joe Kiani to carry out a sale of the Company without further Board oversight. In fact, Politan’s corrective disclosures revealed that Quentin Koffey knew this not to be true.
  • Politan and Quentin Koffey Lied About the Outcome of the Sale Process. Quentin Koffey falsely implied that Joe Kiani unilaterally rejected offers for Masimo because those offers didn’t satisfy Joe Kiani personally. In fact, Politan’s corrective disclosures revealed that Quentin Koffey knew that Masimo had not received or rejected any offers.
  • The full Court order can be found here: https://protectmasimosfuture.com/wp-content/uploads/2024/09/Order-Regarding-Motion-for-Preliminary-Injunction.pdf
• Politan and Quentin Koffey’s prior investments have underperformed. While Politan claims to have experience overseeing companies to the benefit of stockholders, the facts show that Politan actually has a very poor track record in this regard. Centene and Azenta, two other Politan targets, have failed to realize an increase in stockholder value since Politan’s intervention.

The Board believes, and analysts, industry experts, Egan-Jones and other third parties have affirmed, that a takeover by Politan and Quentin Koffey would destroy Masimo’s innovation engine, credibility, growth and stock price. The September 19, 2024 Annual Meeting is fast approaching, and stockholders’ votes matter. The Company urges stockholders 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.

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!

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 U.S. and Canada)

or

+1 (412) 232-3651 (from other locations)

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 U.S. hospitals as ranked in the 2024 Newsweek World’s Best Hospitals listing. ⁷ 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 https://professional.masimo.com/evidence/featured-studies/feature/.

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; changes to Masimo’s governance, including the composition of Masimo’s Board of Directors and Masimo’s plans to expand the Board; and the proposed separation of Masimo’s consumer business, including the status of ongoing discussions between Masimo and the other Potential JV parties, the proposed terms and structure of the Potential JV, the status of ongoing discussions between Masimo and other parties to the Potential JV, the ability of the parties to enter into a potential transaction, the terms of a potential transaction with such other parties to the JV and expectations around timing for receiving any term sheet and the potential binding nature of any such term sheet, the expectation that the Potential JV will maximize stockholder value or be the best path for success; and Masimo’s EPS targets and guidance. 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 future actions that may be taken by Politan in furtherance of its nomination of director candidates for election at the 2024 Annual Meeting, (ii) the potential cost and management distraction attendant to Politan’s nomination of director nominees at the 2024 Annual Meeting, (iii) the risk that the Potential JV may not be entered into or completed in a timely manner or at all; (iv) the failure to receive, on a timely basis or otherwise, any required approvals of the Potential JV by Masimo’s Board of Directors and/or regulatory authorities, (v) 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.

Non-GAAP Financial Measure

This communication 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.

APPENDIX

“For example, Masimo alleges that “Glass Lewis and ISS, [shareholder advisory firms], have already recommended Masimo stockholders vote their proxies in favor of the Politan slate, citing Defendants’ lies as the truth.” (FAC 262.) The evidence supports this allegation. (See e.g., ISS Report at 22, 33; Ex. 111 (“Glass Lewis Report”), at 12.) As these reports are tools for shareholders to use when deciding how to cast their vote, Masimo has shown, with particularity, how Politan’s false or misleading statements are likely to be an “essential link” in the accomplishment of Politan’s proposed transaction, the election of its Nominees. See Desaigoudar, 223 F.3d at 1022.”

“I think the fact that the Court has held the defendants in contempt is likely a factor that a reasonable shareholder would consider in considering the positions of the parties and evaluating their respective arguments in the shareholder fight.”

“The Court agrees with Masimo that it has pleaded particular facts that give rise to a strong inference of negligence. See § 78u-4(b)(2)(A). For example, Masimo alleges Politan’s proxy materials claim that Masimo’s Board delegated authority to Kiani and management to sell Masimo without approval of the Board. (FAC 236.) It then cites the proxy materials discussed in Section III.B.1.f.i where Politan made these claims. (Id. 237.) As mentioned above, Politan’s statement was misleading as it does not accurately reflect the June 24, 2024 Board meeting minutes and insinuates Kiani was overstepping his authority. Supra Section III.B.1.f.i. As Defendants evidently relied on the minutes from the June 24 Board meeting when making this statement, (see Opp’n at 28 ), their inclusion of the additional language stating the Kiani could sell Masimo without Board approval demonstrates, if not intent to mislead, at least a strong inference that they conducted a negligent review of the source material.”

“As the shareholder vote is only days away and this case is unlikely to produce a final decision on the merits until well after that time, it is likely that an irreparable harm will occur to Masimo if an uninformed vote takes place. See Allergan, 2014 WL 5604539, at *16. Accordingly, the Court finds that Masimo has established that it is likely to suffer irreparable harm in the absence of preliminary relief. Winter, 555 U.S. at 20.”

“Unquestionably, “effective enforcement of federal securities laws promotes the public interest.” Taseko Mines Ltd. v. Raging River Cap., 185 F. Supp. 3d 87, 94 (D.D.C. 2016) (citation omitted). Masimo has shown Defendants included at least some false or misleading statements in Politan’s proxy materials.”

“Defendants are missing the point. Politan’s proxy materials state not only that the Board granted Kiani the authority to pursue a sale of Masimo, but that he was delegated the authority to “carry out a sale of the entire Company without any obligation to provide process updates to the Board.” (Swartz Decl., Ex. 86, at 6 (emphasis added).) It is Kiani’s ability to execute the sale of company that Masimo alleges is misleading. (Suppl. to Mot. at 24.) That statement implies Kiani’s power swept far broader then merely seeking a potential buyer or hiring advisors and potentially creates a false impression that the Board would have no say in Masimo’s sale. But the minutes from the June 24 Board meeting show that statement is false. It is true that the Board did not explicitly require Kiani to provide updates on Masimo’s efforts to solicit a buyer or to retain financial advisors, (Swartz Decl., Ex. 94, at 2), but Politan goes one step farther when it claimed Kiani could sell Masimo on his own, (Swartz Decl., Ex. 86, at 6). Nothing in the evidence Defendants cite supports that statement.”

“The statement is also material because Kiani and the Board’s leadership, especially its deference to Kiani, is directly at issue in the present proxy fight. (See, e.g., ISS Report, at 1 (“Instead of using last year’s proxy contest as a chance to break with the past, the board has continued to bow to Kiani, including by allowing him to exercise inappropriate influence over the refreshment process.”); id. at 33 (“[T]he nature of the CEO’s role in board refreshment over the past year was inappropriate due to [Masimo’s] corporate governance track record, and the board has again adopted defensive rhetoric that reflects indifference to shareholders. This is strong evidence in support of a case for further change.”). Therefore, it is apparent to the Court that a “reasonable shareholder” preparing to vote would see this falsehood about Kiani’s power over the Board as “important.” See TSC Indus., 426 U.S. at 449. Learning that Politan’s statement in fact falsely portrays Kiani’s power has the potential to influence that “reasonable shareholders” perspective about the Board and Kiani’s management of the Masimo. Accordingly, Masimo did show that Politan’s statement about Kiani’s power would have sufficiently satisfied the first element of its Section 14(a) claim. See N.Y.C. Emps.’ Ret. Sys., 593 F.3d at 1022.”

“Defendants further dispute that Politan’s assertion that Kiani “was unable to find a deal on what he considered to be satisfactory terms” is misleading. (Opp’n at 29.) Instead, they argue there is no “material difference” between not receiving an offer and not finding a deal on satisfactory terms. (Id.) The Court disagrees. As discussed above, Kiani’s power over Masimo’s Board is one of the main lines of attack being made by Politan and promulgated to shareholders in this proxy fight. (See, e.g., ISS Report at 1, 33.) Politan’s statement insinuates that Kiani made the decision on his own to reject offers to buy Masimo. Thus, the Court finds it material and substantially likely that Politan’s false statement would have “assumed actual significance in the deliberations of the reasonable shareholder.” See TSC Indus., 426 U.S. at 449. Consequently, Masimo did show this statement sufficiently would have satisfied the first element of its Section 14(a) claim. See N.Y.C. Emps.’ Ret. Sys., 593 F.3d at 1022.”

“The parties agreed at the hearing that the Court’s ruling itself would be material to an investor’s vote decision in the proxy fight. Politan’s disclosure gave it an unfair advantage in the proxy fight because, so long as Masimo was bound by the sealing order, it could not meaningfully reply to Politan’s press release. Therefore, the Court finds, by clear and convincing evidence, see In re Dual-Deck Video, 10 F.3d at 695, that it is highly probable Politan and Koffey violated the Court’s Order when they issued the disclosure. Accordingly, the Court finds there is no “fair ground of doubt as to the wrongfulness of” Politan and Koffey’s conduct. See Taggart, 587 U.S. at 561 (citation omitted).”

^{__________________
1} Represents a non-GAAP financial measure. Refer to the heading “Non-GAAP Financial Measure” below for additional detail.
² Google and Wear OS by Google are trademarks of Google LLC.
³ Order on Motion for Preliminary Injunction, Masimo Corp. v Politan Cap. Mgmt. LP, et al., Case No. 24-cv-1568, (C.D. Cal. July 15, 2024) (September 11, 2024) at 43.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240915066117/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

What is the significance of Masimo's September 19 Annual Meeting?

The September 19 Annual Meeting is important as shareholders will vote on director nominees, impacting the company's future control and direction.

What were Masimo's Q2 2024 financial results?

Masimo reported 22% growth in healthcare revenue year-over-year and record-breaking hospital contracts, raising its 2024 EPS guidance.

What strategic partnerships has Masimo announced recently?

Masimo has partnered with Google to develop a reference platform for Wear OS smartwatches, enhancing its position in the premium wearable market.

What actions has the federal court taken against Quentin Koffey?

The federal court held Quentin Koffey in contempt for misleading shareholders and proxy advisory firms, confirming his dishonest actions.

What changes is Masimo making to its Board?

Masimo is declassifying its Board by 2026 and expanding it to 9-11 members to align with shareholder feedback.