Masimo Corporation (“Masimo” or the “Company”) (Nasdaq: MASI), a
global leader in noninvasive monitoring technologies and audio
products, today announced that it has commenced litigation against
Politan Capital Management LP (“Politan”) in federal court in
California seeking to require Politan to correct material
misstatements and omissions in Politan’s proxy materials. The
complaint alleges, among other things, that Quentin Koffey has
assisted plaintiff’s counsel in litigation against Masimo. Masimo
has also set a new date for its 2024 Annual Meeting of Stockholders
(the “Annual Meeting”) and a new record date to ensure that the
vote of the Company’s stockholders is fair and fully informed.
The Annual Meeting is now scheduled for September 19, 2024, at
2:00 p.m., Pacific Daylight Time. Masimo’s Board of Directors
decided to postpone the Annual Meeting to accommodate a request by
Politan to set a new record date for the Annual Meeting. In light
of the new record date, Masimo postponed the Annual Meeting to
ensure that Masimo’s stockholders have sufficient time to review
revised proxy materials, make an informed voting decision based on
these revised materials and vote their shares based on full and
accurate information. Masimo will also conduct a new broker search
as required by rules of the Securities Exchange Commission.
Accordingly, the new record date is August 12, 2024.
Masimo will file a revised proxy statement for the Annual
Meeting with the Securities and Exchange Commission to reflect,
among other things, the rescheduled meeting date for the Annual
Meeting and the new record date for the Annual Meeting and
information relating to the shares outstanding as of the record
date. Masimo will mail a new notice of the Annual Meeting and proxy
card to all stockholders entitled to vote as of the new record date
for the Annual Meeting. Any votes previously submitted by Masimo
stockholders in connection with the Annual Meeting will not be
counted and previous proxies submitted will be disregarded, and
therefore, all stockholders will need to resubmit their votes, even
if they have previously voted.
Find more information on why your vote is so important at
www.ProtectMasimosFuture.com.
About Masimo
Masimo (NASDAQ: MASI) is a global medical 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.1
Masimo SET® has also been shown to help clinicians reduce severe
retinopathy of prematurity in neonates,2 improve CCHD screening in
newborns3 and, when used for continuous monitoring with Masimo
Patient SafetyNet™ in post-surgical wards, reduce rapid response
team activations, ICU transfers, and costs.4-7 Masimo SET® is
estimated to be used on more than 200 million patients in leading
hospitals and other healthcare settings around the world,8 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.9 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 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® and the
Masimo W1® medical watch. 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 Tº®, Masimo W1 Sport, and Masimo Stork™. 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/.
RPVi has not received FDA 510(k) clearance and is not available
for sale in the United States. The use of the trademark Patient
SafetyNet is under license from University HealthSystem
Consortium.
References
- Published clinical studies on pulse oximetry and the benefits
of Masimo SET® can be found on our website at
http://www.masimo.com. Comparative studies include independent and
objective studies which are comprised of abstracts presented at
scientific meetings and peer-reviewed journal articles.
- Castillo A et al. Prevention of Retinopathy of Prematurity in
Preterm Infants through Changes in Clinical Practice and SpO2
Technology. Acta Paediatr. 2011 Feb;100(2):188-92.
- de-Wahl Granelli A et al. Impact of pulse oximetry screening on
the detection of duct dependent congenital heart disease: a Swedish
prospective screening study in 39,821 newborns. BMJ. 2009;Jan
8;338.
- Taenzer A et al. Impact of pulse oximetry surveillance on
rescue events and intensive care unit transfers: a before-and-after
concurrence study. Anesthesiology. 2010:112(2):282-287.
- Taenzer A et al. Postoperative Monitoring – The Dartmouth
Experience. Anesthesia Patient Safety Foundation Newsletter.
Spring-Summer 2012.
- McGrath S et al. Surveillance Monitoring Management for General
Care Units: Strategy, Design, and Implementation. The Joint
Commission Journal on Quality and Patient Safety. 2016
Jul;42(7):293-302.
- McGrath S et al. Inpatient Respiratory Arrest Associated With
Sedative and Analgesic Medications: Impact of Continuous Monitoring
on Patient Mortality and Severe Morbidity. J Patient Saf. 2020 14
Mar. DOI: 10.1097/PTS.0000000000000696.
- Estimate: Masimo data on file.
-
http://health.usnews.com/health-care/best-hospitals/articles/best-hospitals-honor-roll-and-overview.
Forward-Looking Statements
This press release 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 Annual Meeting and Masimo’s litigation
against Politan and its affiliates (the “Litigation”). 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 the
Litigation, (ii) uncertainties regarding future actions that may be
taken by Politan in furtherance of its nomination of director
candidates for election at the Annual Meeting, (iii) the potential
cost and management distraction attendant to Politan’s nomination
of director nominees at the Annual Meeting or to the Litigation and
(iv) factors discussed in the “Risk Factors” section of Masimo’s
most recent periodic 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
press release 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
On June 21, 2024, the Company filed a definitive proxy statement
containing a form of GOLD proxy card with the SEC in connection
with its solicitation of proxies for the Annual Meeting (the
“Original 2024 Proxy Statement”), and anticipates that it will
prepare and file a revised version of the Original 2024 Proxy
Statement (the “Revised Proxy Statement”) and mail the Revised
Proxy Statement to its stockholders of record as of the new August
12, 2024 record date for the Annual Meeting. Any votes previously
submitted by Masimo stockholders in connection with the Annual
Meeting will not be counted and previous proxies submitted will be
disregarded, and therefore, all stockholders will need to resubmit
their votes after the Revised Proxy Statement has been filed and
mailed to stockholders as of the new record date, even if they have
previously voted. THE COMPANY’S STOCKHOLDERS ARE STRONGLY
ENCOURAGED TO READ THE REVISED PROXY STATEMENT (AND ANY AMENDMENTS
AND SUPPLEMENTS THERETO) AND ACCOMPANYING GOLD PROXY CARD AS THEY
WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain the
Original 2024 Proxy Statement, the Revised Proxy Statement and any
amendments or supplements thereto 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 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 the Original 2024
Proxy Statement, which can be found through the SEC’s website at
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000937556/000121390024053125/ea0206756-05.htm.
Changes to the direct or indirect interests of Masimo’s securities
by directors and executive officers are set forth in SEC filings on
a Statement of Change in Ownership on Form 4 filed with the SEC on
June 28, 2024, which can be found through the SEC’s website at
https://www.sec.gov/Archives/edgar/data/937556/000093755624000053/xslF345X05/wk-form4_1719606794.xml.
Any other changes to the Original 2024 Proxy Statement may be found
in any amendments or supplements to the Original 2024 Proxy
Statement, including the expected Revised Proxy Statement, and
other documents as and when filed by the Company with the SEC,
which can be found through the SEC’s website at www.sec.gov.
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version on businesswire.com: https://www.businesswire.com/news/home/20240715508124/en/
Investor Contact: Eli Kammerman (949) 297-7077
ekammerman@masimo.com
Media Contact: Evan Lamb (949) 396-3376
elamb@masimo.com
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