Form 8-K - Current report

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): May 8, 2024 (May 3, 2024)

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers. Compensatory Arrangements of Certain Officers.

As previously announced by Masimo Corporation (“Masimo”), on May 3, 2024, Rolf Classon notified Masimo’s Board of Directors (the “Board”) of Mr. Classon’s decision to resign from the Board and the Audit Committee of the Board (the “Audit Committee”), effective as of May 10, 2024. Mr. Classon’s resignation was not due to a disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Classon informed the Company that he resigned for personal health reasons.

Effective May 8, 2024, Robert Chapek was appointed as a member of the Audit Committee.

Item 9.01. Financial Statements and Exhibits.

(d) The following item is filed as an exhibit to the Current Report on Form 8-K.

Exhibit No.		Description
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: May 8, 2024	By:	/s/ MICAH YOUNG
		Micah Young
		Executive Vice President & Chief Financial Officer
		(Principal Financial Officer)

Cover	May 03, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 03, 2024
Entity File Number	001-33642
Entity Registrant Name	MASIMO CORP
Entity Central Index Key	0000937556
Entity Tax Identification Number	33-0368882
Entity Incorporation, State or Country Code	DE
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	false
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