Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
09 July 2024 - 4:51AM
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 July 8, 2024, Craig Reynolds, the Lead Independent Director of
Masimo Corporation, sent the letter below to Quentin Koffey of Politan Capital Management LP:
July 8, 2024
VIA EMAIL
Quentin Koffey
Politan Capital Management
106 West 56th Street, 10th Floor
New York, New York 10019
Dear Mr. Koffey:
I write in response to your letter dated July 3, 2024, in which you
allege “a possible ongoing scheme to manipulate the outcome of the upcoming Annual Meeting of Stockholders.” I am disappointed
that you chose to make your allegations public and believe it was disingenuous not to reference the Corporate Secretary’s written
response from last Friday that we were looking into the matter and would be having a Board meeting to discuss it.
In the meantime, we confirm that neither Mr. Kiani nor any other member
of management or non-Politan member of the Board has ever had any agreement, arrangement or understanding related to the trading or voting
of the shares in question. Observing that a large number of shares were cast in favor of Mr. Kiani and Mr. Chavez is not a compelling
reason to change a properly established record date, which would disenfranchise Masimo stockholders.
Sincerely,
/s/ Craig Reynolds
Craig Reynolds
Lead Independent Director
Masimo Corp.
# # #
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”)
and the potential stockholder approval of the Board’s nominees. 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 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 has filed a definitive
proxy statement containing a form of GOLD proxy card with 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 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 the Company’s definitive proxy statement for the 2024 Annual Meeting (the “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 2024 Proxy
Statement may be found in any amendments or supplements to the 2024 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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