8-K

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): June 5, 2023

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 7.01. Regulation FD Disclosure.

On June 5, 2023, Joe Kiani, Chairman and Chief Executive Officer of Masimo Corporation (the “Company”), pursuant to a Limited Waiver (the “Waiver”), unconditionally, irrevocably and permanently waived his right, pursuant to Mr. Kiani’s Amended and Restated Employment Agreement with the Company, dated as of November 4, 2015, as amended (the “Employment Agreement”), to assert that a “Change in Control” has occurred pursuant to Section 9(iii) of the Employment Agreement unless the individuals who constituted the Board at the beginning of the twelve (12) month period immediately preceding such change, as defined in Section 9(iii), cease for any reason to constitute one-half or more of the directors then in office. In addition, Mr. Kiani agreed that, for purposes of determining whether such a “Change in Control” has occurred, any individual elected to the Board at the Company’s 2023 annual meeting of stockholders will be treated as a member of the Board at the beginning of the twelve (12) month period. The foregoing description of the Waiver is qualified in its entirety by the full text of the Waiver, which is furnished as Exhibit 10.1 hereto and incorporated herein by reference.

On June 6, 2023, the Company issued a press release announcing the Waiver. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instructions B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K (including Exhibits 10.1 and 99.1 hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, and shall not be deemed to be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit  No.	Description
10.1	Limited Waiver, dated as of June 5, 2023, executed by Joe Kiani.
99.1	Press Release, dated June 6, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: June 6, 2023	By:	/s/ MICAH YOUNG
		Micah Young
		Executive Vice President & Chief Financial Officer
		(Principal Financial Officer)

EX-10.1

Exhibit 10.1

LIMITED WAIVER

Reference is hereby made to that certain Amended and Restated Employment Agreement, dated as of November 4, 2015, as amended by the First Amendment thereto dated July 27, 2017 and the Second Amendment thereto dated January 14, 2022 (such agreement, as amended, the “Employment Agreement”), by and between Masimo Corporation, a Delaware corporation (the “Company”), and Joe Kiani (the “Executive”). Capitalized terms used but not defined in this limited waiver (this “Waiver”) shall have the meanings set forth in the Employment Agreement.

RECITALS

A.    Section 9(iii) of the Employment Agreement defines a “Change in Control” as a change in the Board in which the individuals who constituted the Board at the beginning of the twenty-four (24) month period immediately preceding such change cease for any reason to constitute two-thirds or more of the directors then in office; and

B.    Executive has agreed to waive the right to assert that a Change in Control has occurred pursuant to Section 9(iii) of the Employment Agreement unless the individuals who constituted the Board at the beginning of the twelve (12) month period immediately preceding such change, as defined in Section 9(iii), cease for any reason to constitute one-half or more of the directors then in office.

NOW, THEREFORE, in consideration of the foregoing and in order to facilitate the foregoing, the Executive hereby agrees as follows:

1.WAIVER. The Executive hereby unconditionally, irrevocably and permanently waives the right to assert that a Change in Control has occurred pursuant to Section 9(iii) of the Employment Agreement unless the individuals who constituted the Board at the beginning of the twelve (12) month period immediately preceding such change, as defined in Section 9(iii), cease for any reason to constitute one-half or more of the directors then in office. In addition, for purposes of determining whether a Change in Control has occurred, any individual elected to the Board at the 2023 annual meeting of stockholders will be treated as a member of the Board at the beginning of the twelve (12) month period.

2.SCOPE OF WAIVER. Other than as set forth in this Waiver, no terms or conditions of the Employment Agreement shall be waived, amended or modified by this Waiver. For the avoidance of doubt, this Waiver shall not constitute a waiver by the Executive of any other provisions of the Employment Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

THIS WAIVER is hereby executed on this the 5th day of June, 2023.

“Executive”

/s/ JOE KIANI

JOE KIANI

EX-99.1

Exhibit 99.1

Masimo Chairman and CEO Joe Kiani Waives Rights Under Director Change-in-Control Provision

Mr. Kiani Previously Waived Other Rights in Connection with the 2023 Annual Meeting of Stockholders and the Appointment of a Lead Independent Director

IRVINE, Calif. – (BUSINESS WIRE) – June 6, 2023 – Masimo Corporation (“Masimo” or the “Company”) (Nasdaq: MASI) today announced that Joe Kiani, founder, Chairman and Chief Executive Officer of Masimo, unconditionally, irrevocably and permanently waived his right to assert that a Change in Control has occurred pursuant to Section 9(iii) of his employment agreement unless there occurs a change in the Company’s Board in which the individuals who constituted the Board at the beginning of the twelve (12) month period immediately preceding the change cease for any reason to constitute one-half or more of the directors then in office. The full text of the waiver has been filed with the U.S. Securities and Exchange Commission.Mr. Kiani previously waived his rights to assert that a Change in Control has occurred as a result of the election of stockholder-nominated directors at the 2023 annual meeting of stockholders, and that the appointment of any lead independent director of the Board constitutes Good Reason under his employment agreement.

“I have waived these rights because I believe strongly that they should not be factors in this pivotal vote on the future of Masimo,” said Mr. Kiani. “By permanently putting these issues to rest, I hope stockholders can focus on the stark choice they have between Masimo’s proven track record and bright future and Quentin Koffey’s dangerous and ill-informed agenda.”

To protect stockholders’ investment and to ensure Masimo continues to create value, the Board encourages stockholders to vote FOR Masimo’s highly qualified director nominees, H Michael Cohen and Julie Shimer, Ph.D.

Find more information on why your vote is so important to the future of Masimo at www.KeepMasimoStrong.com.

About Masimo

Masimo (Nasdaq: MASI) is a global 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. Masimo SET® has also been shown to help clinicians reduce severe retinopathy of prematurity in neonates, improve CCHD screening in newborns, and, when used for continuous monitoring with Masimo Patient SafetyNet™ in post-surgical wards, reduce rapid response team activations, ICU transfers, and costs. Masimo SET® is estimated to be used on more than 200 million patients in leading hospitals and other healthcare settings around the world, 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. 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

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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®. 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 T® and Masimo W1™ watch. 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/.

ORi and RPVi have not received FDA 510(k) clearance and are not available for sale in the United States. The use of the trademark Patient SafetyNet is under license from University HealthSystem Consortium.

Forward-Looking Statements

All statements other than statements of historical facts included in this press release that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements including, in particular, certain statements regarding Politan Capital and its founder, Quentin Koffey, including Mr. Koffey’s dangerous and ill-informed agenda for Masimo, and the impact of Mr. Kiani’s irrevocable and permanent waivers under his employment agreement with Masimo. These forward-looking statements are based on management’s current expectations and beliefs and are subject to uncertainties and factors, all of which are difficult to predict and many of which are beyond our control and could cause actual results to differ materially and adversely from those described in the forward-looking statements. These risks include those set forth in this press release and certain other factors discussed in the “Risk Factors” section of our most recent periodic reports filed with the Securities and Exchange Commission (“SEC”), including our most recent Form 10-K and Form 10-Q, all of which you may obtain for free on the SEC’s website at www.sec.gov. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we do not know whether our expectations will prove correct. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, even if subsequently made available by us on our website or otherwise. We do not undertake any obligation to update, amend or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Additional Information Regarding The Annual Meeting of Stockholders Currently Expected to Be Held on June 26, 2023 and Where to Find It

Masimo has filed a definitive proxy statement containing a form of WHITE proxy card with the SEC in connection with its solicitation of proxies for its 2023 Annual Meeting. MASIMO’S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT (AND ANY AMENDMENTS AND SUPPLEMENTS THERETO) AND ACCOMPANYING WHITE PROXY CARD AS THEY WILL CONTAIN OR CONTAIN IMPORTANT INFORMATION. Shareholders may obtain the proxy statement, any amendments or supplements to the proxy statement and other documents as and when filed by Masimo with the SEC without charge from the SEC’s website at www.sec.gov.

Certain Information Regarding Participants

Masimo, its directors and certain of its executive officers may be deemed to be participants in connection with the solicitation of proxies from Masimo’s shareholders in connection with the matters to be considered at the 2023 Annual Meeting. Information regarding the ownership of Masimo’s directors and executive officers in Masimo common shares is included in Masimo’s definitive proxy statement, which can be found through the SEC’s website at www.sec.gov. To the extent holdings of Masimo’s securities by directors or executive officers have changed since the amounts set forth in the definitive proxy statement, such changes have been or will be reflected on SEC filings filed by the applicable individuals on Forms 3, 4, and 5, which can be found through the SEC’s website at www.sec.gov. These documents can be obtained free of charge from the sources indicated above.

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# # #

Investor Contact: Eli Kammerman	Media Contact: Evan Lamb
(949) 297-7077	(949) 396-3376
ekammerman@masimo.com	elamb@masimo.com

Masimo, SET, Signal Extraction Technology, Improving Patient Outcome and Reducing Cost of Care... by Taking Noninvasive Monitoring to New Sites and Applications, rainbow, SpHb, SpOC, SpCO, SpMet, PVI and ORI are trademarks or registered trademarks of Masimo Corporation.

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XML

Document and Entity Information Document	Jun. 05, 2023
Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Jun. 05, 2023
Entity Registrant Name	MASIMO CORP
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33642
Entity Tax Identification Number	33-0368882
Entity Address, Address Line One	52 Discovery
Entity Address, City or Town	Irvine,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92618
City Area Code	(949)
Local Phone Number	297-7000
Written Communications	false
Soliciting Material	true
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	MASI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000937556
Amendment Flag	false
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	MASI
Security Exchange Name	NASDAQ