Masimo Responds to Politan Capital’s Nomination of Director Candidates and Refutes Politan’s False Claims
Politan’s Efforts to Take Control of
While Masimo respects and values the input and ideas of all its stockholders and respects their right to nominate and elect the directors of their choice, the Company believes that Politan’s efforts to take control of the Board and unseat the Company’s Chairman and CEO,
When Politan’s Managing Partner,
The facts undermine Mr. Koffey’s arguments and expose his willingness to mislead stockholders in pursuit of control of Masimo. Stockholders have a right to know the truth as outlined below:
Politan Claim: “…repeatedly held Board meetings excluding us…”
Reality:
---
Politan Claim: “…Chairman & CEO
Reality:
---
Politan Claim: “…denied access to management…”
Reality:
---
Politan Claim: “…the Board has been provided zero details [on the proposed separation]…”
Reality: The full Board has been engaged in discussions regarding a potential separation of the consumer business since
---
Politan Claim: “…no independent director knows basic facts such as what COGS, SG&A or R&D dollars are actually spent on.”
Reality:
---
Politan Claim: “There is no budget approval process by the Board, thereby allowing the Chairman & CEO to spend however much he wants on whatever he wants without Board review, authorization or even knowledge.”
Reality: The Board reviews and discusses the Company’s annual operating plan and guidance, and the Compensation Committee approves financial targets in connection with executive compensation.
---
Politan Claim: “This is why it is clearer than ever that a majority of truly independent directors are needed at Masimo…”
Reality: In the past nine months, Masimo has seated four new independent directors ―including two nominated by Politan―constituting two-thirds of the Board, ensuring continued independent oversight and fresh perspectives. The two newest independent directors,
---
Politan Claim: “We have serious concerns that
Reality:
---
Politan Claim: “A rushed Friday afternoon announcement that the Company was exploring the Separation – which came after being informed that Politan intended to nominate directors this week – only further confirms our concerns.”
Reality:
It is Politan that rushed the announcement of its nominations on the morning of
---
The Masimo Board and its
Masimo stockholders are not required to take action at this time.
Forward-Looking Statements - Masimo
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 potential separation of our consumer business, the evaluation of Politan’s nominees and the recommendations of the Board and its
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
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 ownership of the Company’s directors and executive officers in the Company common shares is included in their
Exhibit A: Documents and Information Provided to |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q1 2021 Financial Update |
Q1 2022 Financial Update |
Q1 2023 Financial Update |
Q2 2021 Financial Update |
Q2 2022 Financial Update |
Q3 2021 Financial Update |
Q3 2022 Financial Update |
Q3 2023 Financial Update |
Q4 2021 Financial Update |
Q4 2022 Financial Update |
Q2 2023 Financial Update |
Q3 2023 Financial Update |
Q4 2023 Financial Update |
2023 and Quarterly Revenue Guidance by Clinical Platform |
2023 Board Calendar |
2024 Board Calendar |
Board Committee List |
2023 Board Contact Information |
2022-2023 |
Masimo Healthcare |
Masimo Consumer |
2021 Full Year Forecast by Platform |
Engagement Letter |
Global Purchase Approval Matrix |
Engagement Letter |
Engagement Status Report |
Project [ ] Summary |
Project [ ] Financial Model |
Q2 & FY 2023 Revenue |
Project [ ] Analysis |
Q3 2023 UBS CA Hospital Takeaways |
Q3 2023 Earnings Call Script |
Q3 2023 Earnings |
2023 Revenue Guidance by Clinical Platform |
Wells Fargo Healthcare Conference Presentation - |
2023 [ ] Financial Projections |
[ ] Financial Overview - 10/2023 |
Amended and Restated Certificate of Incorporation - |
Certificate of Amendment to Certificate of Incorporation - |
Amended and Restated Bylaws |
Audit Committee Charter |
Compensation Committee Charter |
Nominating, Compliance, and Corporate Governance Committee Charter |
Stock Incentive Plan |
Equity Incentive Plan |
Executive Bonus Incentive Plan |
Amended and Restated Non-Employee Director Compensation Policy |
Amended and Restated Severance Protection Plan & Summary Plan Description |
Equity |
Clawback Policy |
Non-Executive Annual Cash Bonus Award Plan |
Policy Regarding Gross-Up Provisions |
Code of Business Conduct and Ethics |
Corporate Governance Guidelines |
Director Nominees Consideration Policy |
Executive Officer Stock Ownership Policy |
Non-Employee Director Stock Ownership Policy |
Open Door Policy for Reporting, Accounting, Audit, & Other Compliance Concerns |
Policy Regarding Security Holder Recommendation of Director Nominees |
Related Person Transactions Policy |
Cash Investment Policy |
Corporate Disclosure Policy |
Insider Trading Policy |
Process for |
Q2 2023 Financial Update |
Amended Complaint |
Q2 and FY Revenue |
Engagement Letter - |
Compliance & Cybersecurity Review |
Complaint Scorecards |
SOX Review |
Procedures for closing books each quarter |
Application of accounting policies |
Overview of finance group policies including cash investment policy |
Detailed walk through of financial statements |
Legal overview |
Regulatory and quality overview |
Compliance policies |
Specific items requiring detail for 2023 |
Sensor discounts |
Debt covenants |
Inventory valuation |
Impairment analysis |
Apple Litigation expenses |
Consumer expenses |
|
Masimo Foundation Grants |
Cercacor Royalty |
Exhibit B: Senior Managers Mr. Koffey Has Had Discussions With |
Chief Executive Officer ( |
Chief Operating Officer ( |
Chief Operating Officer, Consumer ( |
Chief Financial Officer ( |
General Counsel ( |
Chief Accounting Officer ( |
VP, Internal Audit |
Senior Director, Compliance |
Senior Director, Privacy/Data Protection Counsel |
View source version on businesswire.com: https://www.businesswire.com/news/home/20240401659063/en/
Investor Contact:
(949) 297-7077
ekammerman@masimo.com
Media Contact:
(949) 396-3376
elamb@masimo.com
Source: Masimo