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 25th. The record date for the Annual Meeting is set for June 13th.
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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