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
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”). 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240603723780/en/
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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