Politan, an 8% holder of Masimo, files preliminary proxy statement

Politan Capital Management an 8.9% shareholder of Masimo Corporation announced that it has filed a preliminary proxy statement with the U.S. Securities and Exchange Commission in connection with its nomination of two independent candidates for election to the Masimo Board of Directors at the upcoming 2024 Annual Meeting of Stockholders which is currently scheduled for July 25th. The record date for the Annual Meeting is set for June 13th. Politan also commented on the announcement that Christopher Chavez has been nominated by the Company to run for election at the Annual Meeting. Quentin Koffey, Managing Partner and Chief Investment Officer of Politan, and a current director on the Masimo Board, stated: “This recent announcement further demonstrates Mr. Kiani and his selected directors’ resistance to independent oversight. Mr. Kiani and Mr. Chavez have a relationship that goes back more than 20 years. The Nominating, Compliance and Corporate Governance committee never recommended him, never met to consider other candidates, and never used a search firm in his selection. Just like every single director currently on the Board, except for those nominated by Politan, Mr. Chavez was not chosen through an objective process utilizing an independent search firm – he was chosen by Mr. Kiani. As leading proxy advisory firm Institutional Shareholder Services noted in its report last year, ‘…the board has effectively been assembled by the CEO, which undermines independence, and creates uncertainty about where loyalties lie.’ This announcement is more of the same. Further, the repeated claim that Politan refuses to engage in settlement discussions is false. We have offered several compromises that would avoid a contested election and allow Mr. Kiani to remain on the Board. Our nominees – Dr. Darlene Solomon and William Jellison – would bring sorely needed financial, technical, and corporate-spinoff/separation expertise to the Masimo Board. They are also both unquestionably independent, as no one on Masimo’s Board or at Politan has any pre-existing relationship with either of them and Politan used a nationally recognized search firm to identify and contact them. We encourage shareholders to focus on the need for a truly independent Board overseeing the critical decisions that face Masimo. We look forward to engaging further with our fellow shareholders to ensure this happens.”