Leading Proxy Advisory Firm ISS Recommends Masimo Shareholders Vote FOR Both of Politan’s Director Nominees
Both Leading Proxy Advisory Firms – ISS and Glass Lewis – Have Now Strongly Validated Politan’s Case for Change and Recommended Shareholders Vote for
ISS Highlights the “Dangerous Lack of Accountability” on the Current Board and Notes That Mr. Kiani Has “No Regard for Public Shareholders”
Concludes That Shareholders Have “No Reason to Believe Management Can Be Trusted” to Structure the “Pivotal” Separation of the Consumer Business, and That Change Is “Absolutely Necessary” To Ensure the Separation Does Not Harm Shareholder Value
Dismisses Masimo’s “Defensive Rhetoric That Reflects a Disregard for Shareholders” and Notes That the Company’s Arguments “Crumble Under Basic Scrutiny”
ISS’s report affirms Politan’s case for change at Masimo and advises shareholders to vote for BOTH Politan nominees, stating:1
- “In addition to ongoing concerns with accountability, management is now overseeing a separation of the consumer business. Given management's history of disregard for the investor base, and developments over the past year, shareholders have no reason to believe that management can be trusted to structure a pivotal transaction on their behalf without the safeguard of further board independence. Thus, change is not only warranted on the basis of fundamental corporate governance failings, but is absolutely necessary to ensure that the separation does not compromise shareholder value.”
- “Instead of using last year's proxy contest as a chance to break with the past, the board has continued to bow to Kiani, including by allowing him to exercise inappropriate influence over the refreshment process. Thus, MASI has continued to display a dangerous lack of accountability to shareholders that will require additional board change to rectify.”
- “Moreover, like last year, Kiani and his cohort have adopted defensive rhetoric that reflects disregard for shareholders. In summary, they have continued their established pattern of presenting arguments that they apparently think will resonate with the investor base, but that crumble under basic scrutiny. This is just further evidence that the board is not currently configured to promote accountability to shareholders.”
ISS criticizes Masimo’s underperformance for shareholders, stating:
- “The board's various arguments were generally unsupported by the facts, and were disingenuous or clearly false in certain cases.”
- “The 2023 AGM was not the reset that shareholders had hoped for, as performance has only continued to deteriorate over the past year. It appears that the majority of this underperformance is due to operational issues that originated under the watch of the legacy board early last year.”
- “…[S]hareholders should recognize that MASI has been chasing a 30 percent operating margin since at least FY2017, and has not broken 25 percent over a single fiscal year since then.”
ISS also details the Board’s broken corporate governance and concerns with Mr. Kiani’s outsized influence in the boardroom, stating:
- “…Kiani insisted on inserting himself into the board refreshment process over the past year, referring both Chapek and Chavez. To put it bluntly, there is no acceptable justification for Kiani to participate in this manner, considering the role he played in constructing the legacy board, which prioritized his interests at the expense of shareholders.”
- “…Kiani has demonstrated that he has no regard for public shareholders. He has been at the center of so many corporate governance scandals and abuses that no credible argument exists to the contrary.”
- “Under no circumstances should shareholders ever abide ultimatums or threats from a CEO, at MASI or anywhere else. If Kiani wants to leave, he can do so. Although it appears that MASI has done little in the way of succession planning (which is just another sign of Kiani's control), the dissident has identified Brennan as an interim option. Based on her background, experience, and familiarity with MASI, there is no reason to believe that she could not be effective in an interim capacity.”
- “There was no convincing evidence that the board exercised genuine oversight of management, and by extension, there was not a shred of observable accountability to shareholders.”
ISS highlights the experience Politan’s nominees will bring to the boardroom, stating:
-
“Bill Jellison and
Darlene Solomon have relevant executive backgrounds and have served on public company boards, and together they have experience with M&A and business separations that could be beneficial as MASI evaluates alternatives for the consumer business. Moreover, the criticisms presented by MASI about their qualifications overlook the most important point, which is that they are they are unquestionably independent from Kiani.”
“The recommendation from ISS for both our nominees Darlene and Bill – following the same conclusion from Glass Lewis last week – validates our case that a majority of truly independent directors are urgently needed in Masimo’s boardroom today. Further, the report from ISS again demonstrates that the excuses and attacks released by the Company on a nearly daily basis are false, disingenuous and merely attempt to distract shareholders from the facts. In contrast, we are confident that if elected, Darlene and Bill would work collaboratively in the boardroom to protect shareholder value and help ensure the Company moves forward so that it is best positioned for the future."
Politan encourages shareholders to review its presentation, proxy materials and letter to shareholders, all of which are available at www.AdvanceMasimo.com. Shareholders can support real change at Masimo by voting on the WHITE proxy card FOR the election of
Your vote is important, no matter how many shares of Common Stock you own. We urge you to sign, date, and return the WHITE universal proxy card today to vote FOR the election of the Politan Nominees and in accordance with the Politan Parties’ recommendations on the other proposals on the agenda for the 2024 Annual Meeting.
If you have any questions, require assistance in voting your
WHITE
universal proxy card or voting instruction form,
or need additional copies of Politan’s proxy materials,
please contact
Stockholders call toll-free: (888) 628-8208
Banks and Brokers call: (212) 269-5550
By Email: MASI@dfking.com
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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Politan and the other Participants (as defined below) have filed a definitive proxy statement and accompanying WHITE universal proxy card or voting instruction form with the
The participants in the proxy solicitation are Politan,
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
IMPORTANT INFORMATION AND WHERE TO FIND IT
POLITAN STRONGLY ADVISES ALL STOCKHOLDERS OF MASIMO TO READ ITS DEFINITIVE 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 AND OTHER RELEVANT DOCUMENTS ARE ALSO AVAILABLE ON THE SEC WEBSITE, FREE OF CHARGE, OR BY DIRECTING A REQUEST TO THE PARTICIPANTS’ PROXY SOLICITOR,
1 Permission to quote ISS was neither sought nor obtained. Underlining added.
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