MASI Masimo Corporation

 

 

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 computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

 

¨    Fee paid previously with preliminary materials.

 

 

Politan Capital Management LP, a Delaware limited partnership, together with the other participants named herein, has filed a preliminary proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2024 annual meeting of stockholders of Masimo Corporation, a Delaware corporation.

 

On June 3, 2024, Politan Capital Management LP, together with its affiliates, issued the following press release:

 

Politan Files Preliminary Proxy Statement

 

Highlights That Politan’s Independent and Ideally Qualified Nominees Dr. Darlene Solomon and William Jellison Are Urgently Needed in Masimo’s Boardroom

 

Notes That Masimo’s Nomination of Christopher Chavez Reflects a Continued Unwillingness to Add Truly Independent Directors to the Masimo Board

 

Encourages Shareholders to Remember That Politan Has Proposed Multiple Compromises to Avoid a Proxy Contest – Each of Which Would Have Kept Joe Kiani on the Board

 

NEW YORK – June 3, 2024 – Politan Capital Management (together with its affiliates, “Politan”), an 8.9% shareholder of Masimo Corporation (“Masimo” or the “Company”) (NASDAQ: MASI), today announced that it has filed a preliminary proxy statement with the U.S. Securities and Exchange Commission in connection with its nomination of two independent candidates for election to the Masimo Board of Directors (the “Board”) at the upcoming 2024 Annual Meeting of Stockholders (the “Annual Meeting”), which is currently scheduled for July 25^th. The record date for the Annual Meeting is set for June 13^th.

 

Politan also commented on the announcement that Christopher Chavez has been nominated by the Company to run for election at the Annual Meeting. Quentin Koffey, Managing Partner and Chief Investment Officer of Politan, and a current director on the Masimo Board, stated:

 

“This recent announcement further demonstrates Mr. Kiani and his selected directors’ resistance to independent oversight. Mr. Kiani and Mr. Chavez have a relationship that goes back more than 20 years. The Nominating, Compliance and Corporate Governance committee never recommended him, never met to consider other candidates, and never used a search firm in his selection. Just like every single director currently on the Board, except for those nominated by Politan, Mr. Chavez was not chosen through an objective process utilizing an independent search firm – he was chosen by Mr. Kiani. As leading proxy advisory firm Institutional Shareholder Services (“ISS”) noted in its report last year, ‘…the board has effectively been assembled by the CEO, which undermines independence, and creates uncertainty about where loyalties lie.’ This announcement is more of the same.

 

Further, the repeated claim that Politan refuses to engage in settlement discussions is false. We have offered several compromises that would avoid a contested election and allow Mr. Kiani to remain on the Board.

 

Our nominees – Dr. Darlene Solomon and William Jellison – would bring sorely needed financial, technical, and corporate-spinoff/separation expertise to the Masimo Board. They are also both unquestionably independent, as no one on Masimo’s Board or at Politan has any pre-existing relationship with either of them and Politan used a nationally recognized search firm to identify and contact them.

 

We encourage shareholders to focus on the need for a truly independent Board overseeing the critical decisions that face Masimo. We look forward to engaging further with our fellow shareholders to ensure this happens.”

 

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.

 

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

 

Politan and the other Participants (as defined below) have filed a preliminary proxy statement and accompanying WHITE universal proxy card 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”). Promptly after filing its definitive proxy statement with the SEC, Politan will furnish the definitive proxy statement and accompanying WHITE universal proxy card 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”) (such shares,. 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 53,085,556 shares of Common Stock outstanding as of March 30, 2024, as reported in Masimo’s quarterly report on Form 10-Q filed on May 7, 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 THE PRELIMINARY 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, WHEN FILED, AND OTHER RELEVANT DOCUMENTS, WILL ALSO BE AVAILABLE 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

emccarthy@dfking.com

 

Media Contacts

Dan Zacchei / Joe Germani

Longacre Square Partners

dzacchei@longacresquare.com / jgermani@longacresquare.com

 

 

 

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