DEFA14A 1 ea0205672-defa14a_masimo.htm SOLICITING MATERIAL PURSUANT TO 240.14A-12









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On May 9, 2024, Craig Reynolds, the Lead Independent Director of Masimo Corporation, sent the letter below to Quentin Koffey of Politan Capital Management LP:


Masimo Corporation

52 Discovery

Irvine, California 92618




Quentin Koffey

Managing Partner

Politan Capital Management LP

106 West 52nd Street

New York, New York 10019


May 9, 2024


Dear Mr. Koffey:


As the Lead Independent Director of the Board of Directors (the “Board”) of Masimo Corporation (“Masimo” or the “Company”), I believe it is critical that Politan Capital Management LP (“Politan”) and the Company reach an agreement with respect to the upcoming 2024 Annual Meeting of Stockholders (the “Annual Meeting”) that allows us to avoid the significant distraction and expense of a proxy contest, as you similarly noted in your press release issued on March 25, 2024.


Toward that end, I am writing to reiterate the verbal settlement offer I extended on May 6, 2024. The Company is prepared to appoint your director nominee William R. Jellison as a Class II Director if Politan will withdraw its other nominee and drop its proxy contest.


Particularly as the Board evaluates the proposed separation of the Consumer Business, it is crucial that we ensure the Company remains focused on creating value for all stockholders. Reaching a settlement would provide stockholders immediate clarity on the path forward, confidence that management can focus on operational execution and not be distracted by a proxy contest, and reassurance that the separation process will continue uninterrupted.


We have a clear path towards maximizing stockholder value through a separation of the Consumer Business approved by an independent board, 50% of which (3 of 6 directors) would be Politan-nominated directors. The alternative appears to be ongoing procedural disputes, potential additional losses of valuable independent Board members and a fight by Politan to remove our founder and CEO, leaving us without a clear leader for our business. That fight cannot be in anyone’s best interest. I hope you will work with me to quickly finalize this settlement offer and focus on maximizing value for all of our stockholders.


You indicated on Tuesday that you would respond in the next few days. I will expect your response by Friday, May 10.



/s/ Craig Reynolds

Craig Reynolds

Lead Independent Director, Masimo Corporation


# # #





Forward-Looking Statements


This communication 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 Corporation (“Masimo” or the “Company”), the settlement offer made by Masimo to Quentin Koffey of Politan Capital Management LP (“Politan”), Masimo’s evaluation of the proposed separation of its Consumer Business and the potential benefits of such separation. 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 a potential separation of Masimo’s Consumer Business, (ii) 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, (iii) the potential cost and management distraction attendant to Politan’s nomination of director nominees at the 2024 Annual Meeting and (iv) factors discussed in the “Risk Factors” section of Masimo’s most recent reports filed with the Securities and Exchange Commission (“SEC”), which may be obtained for free at the SEC’s website at 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 communication 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.


Additional Information Regarding the 2024 Annual Meeting of Stockholders and Where to Find It


The Company intends to file a proxy statement and GOLD proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with its solicitation of proxies for its 2024 Annual Meeting. THE COMPANY’S STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT (AND ANY AMENDMENTS AND SUPPLEMENTS THERETO) AND ACCOMPANYING GOLD PROXY CARD WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain the proxy statement, any amendments or supplements to the proxy statement and other documents as and when filed by the Company with the SEC without charge from the SEC’s website at


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 Amendment No. 1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023 under the heading “Security Ownership of Certain Beneficial Owners and Management”, filed with the SEC on April 29, 2024, which can be found through the SEC’s website at Changes to the direct or indirect interests of Masimo’s securities by directors and executive officers are set forth in SEC filings on Statements of Change in Ownership on Form 4 filed with the SEC on April 30, 2024 and May 3, 2024, which can be found through the SEC’s website at and, respectively. More detailed and updated information regarding the identity of these potential participants, and their direct or indirect interests of the Company, by security holdings or otherwise, will be set forth in the proxy statement for the 2024 Annual Meeting and other materials to be filed with the SEC. These documents, when filed, can be obtained free of charge from the sources indicated above.