In Its Report, Egan-Jones States, “…losing Mr.
Kiani who has a pivotal role in innovation and change, would impair
Masimo’s reputation and the interests of the shareholders…”
Egan-Jones is the Sole Proxy Advisory Firm to
Issue Its Recommendation Following Access to and Review of
Post-Litigation Discovery Facts & Politan’s Corrections
Masimo Corporation (“Masimo” or the “Company”) (NASDAQ: MASI), a
global leader in noninvasive monitoring technologies and audio
products, today announced that leading proxy advisory firm
Egan-Jones has recommended that stockholders vote on the updated
GOLD proxy card “FOR” ONLY Masimo’s director nominees
– Joe Kiani and Christopher Chavez – in connection with its
September 19, 2024 Annual Meeting of Stockholders (the “Annual
Meeting”).
In summarizing its position, Egan-Jones stated:
- “Joe Kiani’s track record in driving innovation and
securing IP rights is critical to Masimo’s future success.”
- “A dissident win could result in an abrupt and
destabilizing management change, hindering Masimo's growth
trajectory.”
- “The current management team is well-positioned to
continue leveraging Masimo's patents and product pipeline for
long-term shareholder value.”
Egan-Jones further stated:
- “Joe Kiani is, and has been historically, an extremely valuable
key-person at Masimo. Responsible for over 900 patents, Mr. Kiani
has made an indelible contribution to the medical technology
industry, specifically in health monitoring, through his innovation
and engineering expertise.”
- “We are compelled to believe that Masimo’s current and future
innovations – patents, IP, licenses – that have immensely
contributed to patient safety and hospital to home health strategy
would be futile if the Board would be taken over with directors who
don’t have a tested plan to lead the company… As such, we strongly
believe that a Politan win would undermine and disrupt the current
momentum of Masimo.”
- “Moreover, if Politan wins this proxy fight, we believe that
Masimo would be effectively taken over, without paying a control
premium to the shareholders, and instead would disrupt the
trajectory of operational and financial milestones.”
- “Once there is certainty and stability in who is running the
Company, the existing management team should be able to maximize
the licensing and sales revenue from current and future IP in both
the health care and retail spheres. A dissident controlled Board
would likely be incumbered with the search for a new CEO.
Additionally, based upon their success record in bringing new
technologies to market, we believe the existing team to be better
suited in continuing that tradition. A new team would likely be
missing key pieces beyond the just CEO, needed to drive such
technological progress.”
- “In this year’s Masimo contest, it has become evident that
shareholders must now choose between the existing CEO and his
experienced technology building team or the dissidents who will
likely have to bring in a new CEO and team…”
- “We believe that keeping the existing CEO and management team
provides the most favorable options for the company and is likely
to result in the highest shareholder return.”
- “If the dissidents take control, and either by force or
accident cause the existing CEO and much of his team to leave, in
our view, Masimo will be 1) in a much weaker position for
negotiation of licensing, 2) unlikely to continue their track
record of developing innovative new technologies in the future, and
3) in need of a new CEO.”
- “For a distinguished company in the industry, losing Mr. Kiani
who has a pivotal role in innovation and change, would impair
Masimo’s reputation and the interests of the shareholders and
negatively impact the stakeholders who rely on its
technology.”
- “We recommend voting FOR the election of Joe Kiani and
Christopher Chavez and WITHHOLDING votes from the Politan
nominees, Darlene Solomon and William Jellison.”
Masimo issued the following statement:
“With the benefit of Politan's corrected
disclosure, Egan-Jones outlines clearly how important this upcoming
vote is and why electing Masimo’s director nominees, Joe Kiani and
Christopher Chavez, is the path to supporting continued growth and
long-term value creation for stockholders. Egan-Jones’
recommendation in favor of only Masimo’s director nominees affirms
what the Company has been saying: handing control of the Board to
Politan and Quentin Koffey puts Masimo’s strategy, leadership and
ability to capitalize on existing momentum at significant risk. We
are confident in Masimo’s leadership and vision and remain
committed to following through on the separation of our consumer
business and expansion of the Board.”
The September 19, 2024 Annual Meeting is fast approaching,
and it’s important to vote as soon as possible. The Company
urges stockholders to vote “FOR” Masimo’s director nominees, Joe
Kiani and Christopher Chavez, on the updated GOLD proxy card
to protect Masimo’s future and your investment.
For more information on how to protect the value of your
investment at Masimo, visit www.ProtectMasimosFuture.com.
Your Vote Is Important, Please
Use The Updated GOLD Proxy Card
Today!
If you have questions about how
to vote your shares, please call the firm assisting us with the
solicitation of proxies,
Innisfree M&A
Incorporated
1 (877) 456-3463 (toll-free
from the U.S. and Canada)
or
+1 (412) 232-3651 (from other
locations)
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
newborns 3 and, when used for continuous monitoring with Masimo
Patient SafetyNet ™ in post-surgical wards, reduce rapid response
team activations, ICU transfers, and costs. 4-5 Masimo SET ® is
estimated to be used on more than 200 million patients in leading
hospitals and other healthcare settings around the world, 6 and is
the primary pulse oximetry at all 10 top U.S. hospitals as ranked
in the 2024 Newsweek World’s Best Hospitals listing. 7 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
https://professional.masimo.com/evidence/featured-studies/feature/.
References
- Published clinical studies on pulse oximetry and the benefits
of Masimo SET ® can be found on our website at 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.
- 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. 2021;
17(8):557-561.
- Estimate: Masimo data on file.
- As ranked in the 2024 Newsweek World’s Best Hospitals listing,
available at
https://www.newsweek.com/rankings/worlds-best-hospitals-2024/united-states.
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 2024 Annual Meeting of Stockholders (the
“2024 Annual Meeting”) of Masimo and the potential stockholder
approval of the Board’s nominees; changes to Masimo’s governance,
including the composition of Masimo’s Board of Directors and
Masimo’s plans to expand the Board; and the proposed separation of
Masimo’s consumer business, including any potential joint venture
or any other potential separation of Masimo’s consumer business.
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 future
actions that may be taken by Politan in furtherance of its
nomination of director candidates for election at the 2024 Annual
Meeting, (ii) the potential cost and management distraction
attendant to Politan’s nomination of director nominees at the 2024
Annual Meeting and (iii) 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 August 15, 2024, the Company filed a revised version of its
2024 proxy statement (the “Revised Proxy Statement”) and has mailed
the Revised Proxy Statement to its stockholders of record as of the
new August 12, 2024 record date for the 2024 Annual Meeting. Any
votes submitted by Masimo stockholders in connection with the 2024
Annual Meeting prior to the filing of the Revised Proxy Statement
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. The Company filed
a revised version of the Revised Proxy Statement with the SEC on
August 22, 2024, which amended, superseded and replaced in its
entirety the Revised Proxy Statement (the “Amended Revised Proxy
Statement”). THE COMPANY’S STOCKHOLDERS ARE STRONGLY ENCOURAGED TO
READ THE AMENDED REVISED PROXY STATEMENT (AND ANY AMENDMENTS AND
SUPPLEMENTS THERETO) AND ACCOMPANYING UPDATED GOLD PROXY CARD AS
THEY CONTAIN IMPORTANT INFORMATION. Stockholders may obtain the
Amended 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 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 the Amended
Revised Proxy Statement, which can be found through the SEC’s
website at
https://www.sec.gov/ix?doc=/Archives/edgar/data/937556/000121390024071554/ea0206756-07.htm,
and any changes thereto may be found in any amendments or
supplements to the Amended 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.
Disclaimer
The Company has neither sought nor obtained the consent from any
third party to use any statements or information contained in this
press release that have been obtained or derived from statements
made or published by such third parties. Any such statements or
information should not be viewed as indicating the support of such
third parties for the views expressed herein.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240912909081/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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