Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
2024年5月10日 - 1:39AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
(Amendment
No. )
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
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 |
☒ |
Soliciting Material
Pursuant to §240.14a-12 |
MASIMO
CORPORATION
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate
box): |
|
☒ |
No fee required. |
☐ |
Fee paid previously with
preliminary materials. |
☐ |
Fee computed on table in exhibit required by Item 25(b)
per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Persons
who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently
valid OMB control number.
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
VIA
EMAIL
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.
Sincerely,
/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 www.sec.gov. 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 www.sec.gov.
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 https://www.sec.gov/ix?doc=/Archives/edgar/data/937556/000093755624000027/masi-20231230.htm.
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 https://www.sec.gov/Archives/edgar/data/937556/000093755624000030/xslF345X05/wk-form4_1714522261.xml and https://www.sec.gov/Archives/edgar/data/937556/000093755624000032/xslF345X05/wk-form4_1714772837.xml,
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.
Masimo (NASDAQ:MASI)
過去 株価チャート
から 4 2024 まで 5 2024
Masimo (NASDAQ:MASI)
過去 株価チャート
から 5 2023 まで 5 2024