Strongly Encourages Stockholders to Vote FOR
Joe Kiani and Christopher Chavez on the GOLD Proxy Card
Warns Stockholders of Politan’s
Value-Destructive Agenda Should It Gain Control
Highlights Masimo’s Track Record of Innovation,
Longstanding Premium Valuation, Strong Long-Term Plan and Superior
Director Nominees
Visit ProtectMasimosFuture.com for More
Information
Members of the Masimo Corporation (“Masimo” or the “Company”)
(NASDAQ: MASI) Board of Directors today issued a letter to
stockholders in connection with its definitive proxy materials
filed on June 17, 2024, and the Company’s Annual Meeting of
Stockholders to be held on July 25, 2024. The letter highlights
what in our view are the significant risks to the value of Masimo
if control of the Board is ceded to Politan Capital Management
(“Politan”), which we believe wants to eliminate some of the key
people and practices that have fueled Masimo’s long-term innovation
and growth and supported its premium valuation multiple. The letter
also details the Company’s excellent positioning to continue to
drive above-market organic growth and meaningful margin expansion,
while highlighting the expertise and experience of Masimo’s highly
qualified director nominees. To protect stockholders’ investment
and the Company’s future, the Board strongly encourages
stockholders to vote FOR Masimo’s exceptional director nominees,
Joe Kiani and Christopher Chavez.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20240617740544/en/
Fig. 1 – Masimo Has Historically Traded
at a Premium to Select MedTech Peers (Graphic: Business Wire)
Find our definitive proxy materials and more information on why
your vote is critical to the future of Masimo at
www.ProtectMasimosFuture.com. The full text of the Board’s letter
to our stockholders can be found here:
Dear Fellow Masimo Stockholders:
At the upcoming Annual Meeting of Stockholders, you face a
choice: electing your Board’s nominees – Joe Kiani, the founder,
Chairman and CEO of Masimo, and Christopher Chavez, a highly
experienced and independent former CEO and director of public
medical device companies – or adding two more nominees hand-picked
and paid by Politan, thereby ceding control of Masimo to
Politan.
This election is critical to the future of Masimo and the
value of your investment in our stock. As independent directors
who have served on Masimo’s Board alongside Politan directors
Quentin Koffey and Michelle Brennan, it’s clear to us that they
have no understanding of Masimo’s business. Innovation and
revenue growth have supported Masimo’s longstanding valuation
premium to medical technology peers, but we believe Politan wants
to eliminate some of the key people and practices that drive
Masimo’s innovation and growth. The risk of their agenda is
immense.
Masimo has earned its valuation through innovation that has
driven consistent organic growth, consistently taking share in
existing markets with clinically superior products and creating new
markets with new technologies and applications. Mr. Kiani leads
this process with a team that drives and is driven by him. We are
concerned that replacing this approach and team with Politan’s
inexperience and what we believe is a misguided agenda will destroy
Masimo’s innovation engine, slow organic growth, and dramatically
depress Masimo’s valuation multiple.
A year ago, Politan rebuffed Masimo’s assertion that Politan was
seeking control of the Company as “absurd.” Now, Politan is doing
exactly that—refusing to settle its second consecutive proxy
contest for anything less than a majority of Politan-nominated
directors on the Company’s Board.
Your vote on the GOLD card FOR Masimo
director nominees Joe Kiani and Christopher Chavez will help
ensure that Masimo continues delivering on its business plan to
create value for stockholders and improve the lives of patients and
customers.
With your support at the upcoming Annual Meeting, we are
confident that we can complete the separation of Masimo’s consumer
business, continue to advance our strong innovation pipeline to
support our valuation premium, consistently meet or exceed revenue
and earnings expectations, and continue to seat highly qualified
and independent directors to expand the Board.
Since last year’s Annual Meeting, Masimo has weathered the
post-Covid market environment and returned to growth in its
healthcare business, gained significant market share, and
successfully enforced our intellectual property against Apple at
the U.S. International Trade Commission. Our Board and management
team also undertook a thorough engagement program with our
stockholders – we listened and we acted. As a result, we have
undertaken a process to separate our consumer business in a manner
that we believe will maximize value for our stockholders.
We accomplished all of this despite what we view as obstructive
behavior by the Politan directors. During the past year, we believe
the Politan directors:
- Imposed undue burdens on management and the rest of the Board,
while making no constructive business proposals or
suggestions;
- Obstructed the stockholder-directed expansion of the Board by
creating an adversarial Board environment that helped drive away
two qualified Board members and threatened litigation when the
Board sought to replace them; and
- Obstructed the stockholder-requested process to separate the
Consumer business.
In our opinion, this obstruction has not served stockholders’
interests; it has only served Politan’s bid for control of
Masimo.
The choice in front of you is stark. Here’s why you should vote
“FOR” Masimo’s nominees on the GOLD proxy card:
- Preserve Masimo’s innovation engine and valuation
premium.
- Support Masimo’s push to achieve a 30% operating margin
while maintaining its historical organic growth.
- Stop Politan from enacting its destructive agenda and
impeding progress on value creation at Masimo, including
successfully completing the separation of the Consumer
business.
- Elect the most qualified nominees to Masimo’s Board,
ensuring strong independent oversight and the resumption of a
rigorous process to expand the Board.
We remain committed to listening to and delivering value for our
stockholders. We believe handing control of the Company to Politan
would risk the destruction of value in your investment in
Masimo.
PRESERVE MASIMO’S INNOVATION PREMIUM
Historically, Masimo’s stockholders have benefited from the
significant valuation premium ascribed to the Company for its
ability to drive above-market organic growth through consistently
innovating profitable, market-leading products (Fig. 1).
Since Masimo’s founding and to this day, Mr. Kiani’s vision,
leadership and hands-on R&D direction have been critical to
sustaining innovation, growth and shareholder value beyond its
peers. In the medical technology industry broadly, stock valuation
is strongly correlated to forward revenue growth expectations (Fig.
2). Masimo has achieved revenue growth by taking market share from
competitors through innovating clinically superior products and by
creating new markets with its new technologies. Notably, Masimo
trades at a nearly 63% premium to select MedTech peers on a NTM P/E
multiple basis, highlighting the risk to the Company’s valuation if
the Company loses Mr. Kiani’s leadership and is unable to sustain
the consistent innovation that has driven its growth for
decades.
Unlike most other CEOs in the medical device industry, Mr. Kiani
continues to play a direct role in Masimo’s R&D efforts. Mr.
Kiani is named as an inventor on over 900 of Masimo’s patent
filings, reflecting his unique contributions to Masimo’s core
technologies and capabilities. This is not just a historical
achievement – many of Masimo’s recently introduced products, such
as Oxygen Reserve Index™ (ORi™), Stork™, Opioid Halo™, W1 and
Radius VSM™, originated with Mr. Kiani.
Despite challenges from last year’s proxy contest, rapidly
shifting market conditions and Politan’s disruptive presence in the
boardroom, the Company achieved significant innovation milestones.
These include:
- Securing FDA clearances of:
- ORi™;
- Masimo SET®-based Opioid Halo™ wearable, the first-ever
FDA-authorized opioid overdose prevention system;
- Radius VSM™, an incredibly versatile, wearable vital signs
monitor;
- Masimo Stork™, a state-of-the-art baby monitor backed by
clinically proven Masimo SET® pulse oximetry; and
- Masimo W1 medical watch for use in hospital-to-home and
telehealth programs.
We expect these and future innovations will continue to be
important drivers of growth. One of Masimo’s fastest-growing
products, ORi™ accounted for more than 20% of worldwide sales of
rainbow™ products in 2023 despite only launching in the U.S. late
in the fourth quarter. ORi™ is the first noninvasive technology
that provides insight into a patient’s oxygen status in the
moderate hyperoxic range, and our research has clearly established
its clinical benefits for use during surgery, in the ICU and in
other places where oxygen is prescribed. We expect ORi™ will drive
significant growth in rainbow™ revenues and have a positive effect
on our broader hospital relationships and contracting efforts.
Under Mr. Kiani’s leadership, Masimo has continued to build a
pipeline of promising products to sustain the Company’s long-term
growth trajectory. Innovative hospital technologies outside of
Masimo’s core SET® pulse oximetry products achieved double-digit
growth in 2022 and 2023. Additionally, Masimo’s pulse oximetry
business has benefitted greatly from the fact that customers can
upgrade to rainbow™ or tetherless pulse oximetry, which are two
highly differentiated technologies that are unique to Masimo.
SUPPORT MASIMO’S PUSH TO ACHIEVE A 30% OPERATING MARGIN WHILE
MAINTAINING ITS HISTORICAL ORGANIC GROWTH
Under our oversight, Mr. Kiani and the current management team
have returned the professional healthcare business to its customary
consistent meet or beat performance. Even as sensor sales
temporarily declined during 2023, Mr. Kiani’s team successfully
focused on expanding its footprint with existing customers and
winning new customers to build a strong foundation for returning
growth in healthcare to its historic trajectory. The value of
incremental new contracts won in 2023 exceeded the previous record
high set during the height of the Covid pandemic (Fig. 3), and
worldwide unrecognized contract revenue reached levels that we
believe support our effort to achieve high-single-digit organic
revenue growth in 2024 (Fig. 4).
Masimo’s driver installed base has increased over 60% from 1.6
million drivers in 2017 to about 2.6 million as of the first
quarter of 2024. At the same time, consumable revenue per driver
has grown from pre-COVID levels, driven by continued strong
utilization, increasing adoption of premium rainbow sensors and our
ongoing development of new applications and use cases – all trends
we anticipate continuing under our long-term plan (Fig. 5).
This strong foundation, along with significant contributions
from faster-growing new products, underpins our growth expectations
and ensures that we can generate substantial operating leverage to
reach our long-term goal of 30% non-GAAP operating margins, as
management shared in our Q1 2024 earnings presentation. Alongside
the transition of high-volume sensor manufacturing to Malaysia and
engineering initiatives to reduce product costs, we anticipate our
steady innovation-led growth trajectory to drive leverage on our
R&D, sales, and corporate and administrative expenses and
account for a significant portion of that margin improvement.
Successful execution of these plans requires a focused,
experienced Board and management team with a deep understanding of
the business and the ability to balance innovation-driven growth
and profitability. During their time on the Board, Mr. Koffey and
Michelle Brennan have in our view distracted the Board and
management team and made no strategic recommendations or suggested
any ideas for improving Masimo’s revenue growth, operating margin
and earnings. We believe cutting R&D investments and
jettisoning Masimo’s time-tested approach to innovation would make
it unlikely that Masimo achieves our targeted growth rates and
generates the operating leverage needed to substantially expand
margins. We believe handing control of the Board to Politan would
threaten Masimo’s operational and financial stability and its
ability to achieve its long-term goals.
STOP POLITAN FROM ENACTING WHAT WE BELIEVE IS A DESTRUCTIVE
AGENDA AND OBSTRUCTING PROGRESS
While we have acted in accordance with the wishes of the
majority stockholders of Masimo to separate the Consumer business,
continue meeting or exceeding earnings expectations, expand the
Board with independent directors, and try to avoid another proxy
contest, we believe that Politan has obstructed progress and
prioritized gaining control over serving stockholders’ interests.
Notably, in our view:
- Mr. Koffey led the Special Committee to failure: After
Mr. Koffey and Mr. Kiani discussed and agreed to potential terms
for a separation of the Consumer Business, the Board formed a
Special Committee of independent directors on February 13, 2024,
chaired by Mr. Koffey, to progress the separation plans. In his
capacity as chair, Mr. Koffey delivered a new term sheet that was
radically different from the terms he had previously proposed and
discussed with the full Board. In our view, the new term sheet
would have created an unviable business without the cash reserves
needed to operate on a solvent footing and without the rights
necessary for the litigation with Apple. Two of the Special
Committee members recommended dissolving the Special Committee
because of its departure from what was discussed with the full
Board and Mr. Koffey’s handling of it in his role as
chairperson.
- Mr. Koffey has refused to settle despite stockholder support
for a settlement: Following our initial settlement offer made
on April 4, 2024, Mr. Koffey told Bob Chapek that his efforts to
settle would be fruitless. Nonetheless, we tried and made two
additional settlement proposals that would have given the Politan
directors veto power. Politan’s only proposal would hand majority
control of the Board to Politan and its unqualified Board members,
which we believe would have been a dereliction of the Board’s
fiduciary duties. Mr. Koffey never engaged with us to find a middle
ground that would benefit stockholders.
- Politan’s directors took actions that tried to delay and
block the expansion of the Board with highly qualified independent
directors: Despite being offered – and accepting – the
opportunity to review resumes, interview candidates, submit
additional candidates and amend the search criteria, Mr. Koffey and
Ms. Brennan requested that the Company start an entirely new
director search process, after Heidrick & Struggles had already
identified and evaluated approximately 50 candidates. They then
voted against the appointments of highly qualified independent
directors Rolf Classon and Mr. Chapek. Further, after Mr. Mikkelson
and Mr. Classon resigned from the Board citing personal and health
reasons, respectively, Politan threatened litigation if we replaced
them despite the fact that the Board now has only five
members.
- Mr. Koffey proposed Mr. Kiani swap classes with another
director so Politan would not face Mr. Kiani at this Annual
Meeting, contrary to Delaware law: On April 25, 2024, Mr.
Koffey proposed that Mr. Kiani and Mr. Reynolds switch director
classes ahead of the Annual Meeting so that Mr. Reynolds would
stand for election instead of Mr. Kiani. Ms. Brennan also supported
this proposal, which is not permitted under Delaware law, as it
undermines the stockholder franchise and flies in the face of good
governance. We think this, and his plan to reappoint Mr. Kiani as
Chairman of the Board if he is not reelected to the Board,
demonstrates that Mr. Koffey does not truly care about good
governance. Mr. Koffey also told us he would put Mr. Kiani on
administrative leave following the election if Mr. Kiani were to
accept reappointment to the Board, which Mr. Kiani has made clear
he would not do.
Most recently, the Politan directors have taken actions that, in
our view, have obstructed the separation of the Consumer business.
We continue to pursue both a spinoff transaction and a potential JV
transaction and are focused on executing whichever option creates
more value for stockholders. Mr. Koffey’s legal threats and false
accusations have unjustifiably alarmed some stockholders and
delayed and made the pathway to a successful and value-accretive
separation more challenging and costly.
More worrisome is the prospect of Politan enacting a potentially
destructive agenda for Masimo. Politan’s eagerness to discard
Masimo’s successful approach to running the Company as well as the
leadership team that has created value for 35 years highlights what
we view as Mr. Koffey’s reckless disregard for risk to
stockholders. His failed leadership of the Special Committee
foreshadows the future of the Company under his control. None of
the Politan directors or nominees have public medical technology
company director experience that would suggest they should be
trusted with choosing a CEO for Masimo. By ousting Mr. Kiani,
Politan would also destroy our succession plans, as we think other
key employees may also leave.
We believe Politan’s approach to replacing a successful founder
CEO, who many other companies would like to recruit, is dangerous
to stockholders and other important stakeholders, including the
hospitals and patients that rely on Masimo’s products and
innovation.
ELECT THE MOST QUALIFIED NOMINEES TO MASIMO’S BOARD, ENSURING
STRONG INDEPENDENT OVERSIGHT AND THE RESUMPTION OF A RIGOROUS
PROCESS TO EXPAND THE BOARD
Mr. Kiani and Mr. Chavez bring Masimo’s Board significant
insight and experience with 70-plus years of combined medical
device industry leadership at the highest levels. By contrast,
Politan’s nominees, William Jellison and Darlene Solomon, lack CEO
experience, and neither have previously been directors at a medical
device company – bringing the total medical company director
experience of the Politan directors and nominees to zero.
As Masimo’s Founder and CEO since its inception 35 years ago,
Mr. Kiani has a unique understanding of Masimo’s business and the
innovation required to drive stockholder value. He has led Masimo
through numerous strategic, engineering, market access, regulatory
and legal challenges and built irreplaceable relationships with
customers, partners, physicians, industry leaders and regulators.
As previously discussed, Mr. Kiani remains deeply involved in
Masimo’s R&D efforts. Mr. Kiani’s success in enforcing Masimo’s
intellectual property resulted in multiple injunctions, damages and
payments exceeding $1 billion, and related business agreements
worth billions of dollars. In addition, Mr. Kiani is well known in
the healthcare industry as a patient safety expert worldwide;
founded the Patient Safety Movement Foundation and co-chaired the
President’s Council of Advisors on Science and Technology’s Patient
Safety Working Group and published recommendations to the President
that have become a model for many organizations and countries to
follow.
Mr. Chavez would bring valuable strategic, operational and
transactional expertise to Masimo’s Board through his deep
leadership experience in the medical device industry as a CEO and
independent public company director. He led FDA product approvals,
commercialization processes, and significant revenue growth at two
public medical device companies, TriVascular Inc. and Advanced
Neuromodulation Systems Inc. (ANSI), that culminated in strategic
acquisitions of both companies. Additionally, Mr. Chavez previously
served as an independent director at Endologix, Nuvectra Corp. and
Advanced Medical Optics Inc., which was acquired by Abbott
Laboratories in 2009. Further, as former Chair of the Medical
Device Manufacturers Association, a leading industry trade
association, Mr. Chavez brings a wealth of business associations
and contacts that will help drive value for stockholders.
Meanwhile, Politan nominee Dr. Solomon has never worked at or
served on the board of a medical device company. She has never
served as a CEO , and, though a successful scientist in an area
unrelated to Masimo’s business, her R&D experience is primarily
in industries that face very different regulatory and operational
challenges than the medical device industry. This seems to us an
odd choice that demonstrates Politan’s inability to recruit CEOs or
other top candidates in our industry.
We are concerned that Politan’s other nominee, Mr. Jellison, is
a serial activist nominee who may not act as a true independent
director but may operate at Mr. Koffey’s direction, as we believe
Ms. Brennan has. In addition to Masimo and Politan, Mr. Jellison
was nominated by Caligan Partners LP, an activist investment firm,
as a director candidate for Anika Therapeutics less than three
weeks ago, and was previously nominated by Gilead Capital LP,
another activist investment firm, as a director candidate at
Landauer Inc. for its 2017 annual meeting. Once again, despite
having a year to plan, Politan was only able to secure a nominee
who last worked as a CFO in 2016 and has since served activists. We
believe this demonstrates the type of poor planning and execution
that will create risk for stockholders should Politan gain
control.
We are also concerned that Mr. Koffey, rather than recruiting
the most qualified candidates, has selected candidates who he
believes will take his direction and vote as he wishes, as we
believe Ms. Brennan has. If both Politan nominees are elected, not
only would Politan control the Board, but the Board would be left
with only the two of us who previously served as CEOs, with Mr.
Reynolds the lone former CEO of a medical technology company. We
question how stripping Masimo’s Board of its industry and
leadership experience will serve to benefit Masimo and its
stockholders.
By contrast, Masimo remains committed to expanding the Board
through a comprehensive search process focused on nominating highly
qualified independent candidates with experience directly relevant
to Masimo and its strategy.
YOUR VOTE FOR JOE KIANI AND CHRIS
CHAVEZ ON THE GOLD PROXY CARD IS CRITICAL
Your vote for our nominees will help to ensure that Masimo
continues to execute on what you have asked for and expect from us:
the Consumer business separation, continued innovation to support
Masimo’s premium valuation, consistent financial and operating
performance and a highly qualified and expanded independent
Board.
We believe electing Politan’s nominees to the Board hands
control of Masimo to Politan and jeopardizes the value of your
investment in Masimo. Please do not vote using any WHITE proxy card
you may receive from Politan. Any vote on the WHITE proxy card will
revoke your prior vote on a GOLD proxy card, and only your
latest-dated proxy counts.
We have been deeply committed to engaging with you and
delivering the changes you have requested. We look forward to
continuing to work together to create value for all
stockholders.
Thank you for your continued support,
Craig Reynolds
Bob Chapek
YOUR VOTE IS IMPORTANT—PLEASE
USE THE GOLD PROXY CARD TODAY!
Simply follow the easy
instructions on the enclosed GOLD proxy card to vote by internet or
by signing, dating, and returning the GOLD proxy card in the
postage-paid envelope provided. If you received this letter by
email, you may also vote by pressing the “VOTE NOW” button in the
accompanying email.
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,
at:
1 (877) 456-3463 (toll-free
from the U.S. and Canada)
or
+1 (412) 232-3651 (from other
locations)
If you hold your shares in more
than one account, you will receive separate notifications. Please
be sure to vote ALL your accounts using the GOLD proxy card
relating to each account.
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
newborns3 and, when used for continuous monitoring with Masimo
Patient SafetyNet™ in post-surgical wards, reduce rapid response
team activations, ICU transfers, and costs.4-7 Masimo SET® is
estimated to be used on more than 200 million patients in leading
hospitals and other healthcare settings around the world,8 and is
the primary pulse oximetry at 9 of the top 10 hospitals as ranked
in the 2022-23 U.S. News and World Report Best Hospitals Honor
Roll.9 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 www.masimo.com/evidence/featured-studies/feature/.
RPVi has not received FDA 510(k) clearance and is not available
for sale in the United States. The use of the trademark Patient
SafetyNet is under license from University HealthSystem
Consortium.
References
- Published clinical studies on pulse oximetry and the benefits
of Masimo SET® can be found on our website at
http://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.
- Taenzer A et al. Impact of pulse oximetry surveillance on
rescue events and intensive care unit transfers: a before-and-after
concurrence study. Anesthesiology. 2010:112(2):282-287.
- Taenzer A et al. Postoperative Monitoring – The Dartmouth
Experience. Anesthesia Patient Safety Foundation Newsletter.
Spring-Summer 2012.
- 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. 2020 14
Mar. DOI: 10.1097/PTS.0000000000000696.
- Estimate: Masimo data on file.
-
http://health.usnews.com/health-care/best-hospitals/articles/best-hospitals-honor-roll-and-overview.
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 Masimo’s expectations for full-year 2024
financial guidance; the 2024 Annual Meeting of Stockholders (the
“2024 Annual Meeting”) of Masimo and the potential stockholder
approval of the Board’s nominees; the proposed separation of
Masimo’s consumer business, including the potential timing and
structure thereof and the expectation that the proposed separation
will maximize shareholder value or be the best path for success;
any potential joint venture involving Masimo’s consumer business
and any proposed new terms thereof; Masimo’s expectation that OriTM
will drive significant growth in rainbowTM revenues and margins and
have a positive effect on Masimo’s broader hospital relationships
and contracting efforts; Masimo’s expectation that its
innovation-led growth trajectory will drive leverage on its
R&D, sales, and corporate and administrative expenses and
account for a significant portion of that margin improvement;
Masimo’s long-term outlook; demand for Masimo’s products;
anticipated revenue and earnings growth; Masimo’s financial
condition, results of operations and business generally;
expectations regarding Masimo’s ability to design and deliver
innovative new noninvasive technologies and reduce the cost of
care; and demand for Masimo’s products and technologies; Masimo’s
long-term outlook; Masimo’s ability to continue in its leadership
in delivering innovative solutions to clinicians and patients
worldwide; and anticipated revenue, operating margins and earnings
growth. 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 a potential separation of Masimo’s consumer business,
(ii) 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, (iii) the potential cost and
management distraction attendant to Politan’s nomination of
director nominees at the 2024 Annual Meeting and (iv) 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, and any
changes thereto may be found in any amendments or supplements to
the 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240617740544/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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