Masimo Corporation's Founder and CEO Waives Change in Control Rights to Focus on Pivotal Vote on Company's Future

Strategic Insights -

Masimo Corporation, a global technology company, has announced that its founder and CEO, Joe Kiani, has unconditionally waived his right to assert that a Change in Control has occurred pursuant to Section 9(iii) of his employment agreement. This waiver is effective unless there is a change in the Company's Board in which the individuals who constituted the Board at the beginning of the twelve-month period immediately preceding the change cease for any reason to constitute one-half or more of the directors then in office. The full text of the waiver has been filed with the U.S. Securities and Exchange Commission.

Key Takeaways:

  • Masimo Corporation's founder and CEO, Joe Kiani, has waived his right to assert that a Change in Control has occurred pursuant to Section 9(iii) of his employment agreement.
  • The waiver is effective unless there is a change in the Company's Board in which the individuals who constituted the Board at the beginning of the twelve-month period immediately preceding the change cease for any reason to constitute one-half or more of the directors then in office.
  • Mr. Kiani previously waived his rights to assert that a Change in Control has occurred as a result of the election of stockholder-nominated directors at the 2023 annual meeting of stockholders, and that the appointment of any lead independent director of the Board constitutes Good Reason under his employment agreement.
  • Mr. Kiani stated that he has waived these rights because he believes strongly that they should not be factors in this pivotal vote on the future of Masimo.
  • By permanently putting these issues to rest, Mr. Kiani hopes stockholders can focus on the stark choice they have between Masimo's proven track record and bright future and Quentin Koffey's dangerous and ill-informed agenda.
  • Vice Chairman and General Counsel D. Daryl Osbourne and Executive Vice Chairman of the Board H. Michael Cohen will not stand for re-election at the 2023 annual meeting.
  • Masimo's Board is committed to acting in the best interests of all stockholders, including the many stockholders who have expressed their deep commitment to the Company's mission and its proven track record.
  • Masimo's nominating and corporate governance committee will identify and recommend to the full Board candidates to replace Vice Chairman and General Counsel D. Daryl Osbourne and Executive Vice Chairman of the Board H. Michael Cohen on the Board.
  • A list of Masimo's nominees for election at the 2023 annual meeting will be contained in Masimo's definitive proxy statement that will be filed with the SEC and mailed to stockholders.
  • Masimo is committed to providing its stockholders with the information they need to make informed decisions about their investments.
  • Stockholders are strongly encouraged to read the definitive proxy statement and accompanying white proxy card as they will contain or contain important information.
  • Shareholders may obtain the proxy statement, any amendments or supplements to the proxy statement and other documents as and when filed by Masimo with the SEC without charge from the SEC's website at www.sec.gov.
  • Masimo's founder, CEO and Chairman, Joe Kiani, has permanently waived his right to assert Change in Control.
  • This decision will allow the company to focus on its future and the interests of all its shareholders.

Statistics:

  • The waiver is effective unless there is a change in the Company's Board in which the individuals who constituted the Board at the beginning of the twelve-month period immediately preceding the change cease for any reason to constitute one-half or more of the directors then in office.
  • The full text of the waiver has been filed with the U.S. Securities and Exchange Commission.
  • Masimo Corporation has filed a definitive proxy statement containing a form of WHITE proxy card with the SEC in connection with its solicitation of proxies for its 2023 Annual Meeting.
  • Masimo's Board of Directors has a total of 10 members as of the date of this proxy statement.
  • The 10 members of Masimo's Board of Directors hold a total of 283,175 shares of Masimo Common Stock.
  • The members of Masimo's Board of Directors own 0.2% of Masimo's outstanding shares of common stock.

Sources:

  • Businesswire.com - https://www.businesswire.com/news/home/20230606005589/en/Masimo-Corporation-Founder-President-CEO-Joe-Kiani-Permanently-Waives-Right-Assume-Change-Control