Additional Proxy Soliciting Materials - Form DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Filed by a Party other than the Registrant ☐

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☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

MASIMO CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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On September 12, 2024, Masimo Corporation ("Masimo" or the "Company") issued a press release regarding Masimo's 2024 Annual Meeting of Stockholders. A copy of the press release is set forth below.

Masimo's Lawsuit Forced Politan and Quentin Koffey to Issue Corrective Disclosures on False and Misleading Statements Made to Masimo Stockholders on Issues Material to the Proxy Contest

ISS and Glass Lewis Based Recommendations Upon Politan's Lies; Egan-Jones Recommends "FOR" Both of Masimo's Director Nominees Following Multiple Corrective Disclosures by Politan

Control of Masimo Depends on September 19 Vote - Stockholders Urged to Vote "FOR" Only Masimo's Director Nominees, Joe Kiani and Christopher Chavez, on the Updated GOLD Proxy Card

September 12, 2024 12:18 PM Eastern Daylight Time

IRVINE, Calif.--(BUSINESS WIRE)--Masimo Corporation ("Masimo" or the "Company") (NASDAQ: MASI), a global leader in noninvasive monitoring technologies and audio products, today set the record straight in response to Politan Capital Management LP ("Politan") and Quentin Koffey's preemptive press release regarding an order from the U.S. District Court for the Central District of California that is still under seal.

Masimo's lawsuit forced Politan to issue several new disclosures, including on the morning of the hearing, to correct its false and misleading statements and to provide material information Politan previously concealed from Masimo stockholders, ISS and Glass Lewis. These false and misleading statements include:

·

Politan and Quentin Koffey Lied About the Spin-off. Mr. Koffey falsely claimed that the Special Committee had unanimously rejected the term sheet he had previously agreed upon with Mr. Kiani. In fact, Politan's corrective disclosures revealed that Mr. Koffey never shared the agreed upon term sheet with any other member of the Special Committee.

·	Politan and Quentin Koffey Lied About the Board's Role in the Sale Process. Mr. Koffey falsely claimed that the Board authorized Mr. Kiani to carry out a sale of the Company without further Board oversight. In fact, Politan's corrective disclosures revealed that Mr. Koffey knew this not to be true.

·

Politan and Quentin Koffey Lied About the Outcome of the Sale Process. Mr. Koffey falsely implied that Mr. Kiani unilaterally rejected offers for Masimo because those offers didn't satisfy Mr. Kiani personally. In fact, Politan's corrective disclosures revealed that Mr. Koffey knew that Masimo had not received or rejected any offers.

Masimo issued the following statement:

"Politan and Quentin Koffey have relied on misleading and false statements to distract both stockholders and proxy advisory firms from their lack of a plan or strategy for Masimo. In stark contrast, Masimo has made concrete commitments to usher in changes that stockholders have said they want, including separating our consumer business and expanding the Board with more independent directors. Our recent earnings clearly show that our strategy is working. We urge stockholders not to put this momentum at risk by handing control to an inexperienced team with no strategy or leadership plan for the business, particularly in light of the fact that Mr. Kiani has been clear about his intentions to depart the Company should Politan gain control of the Board. Masimo's COO, Bilal Muhsin, has also declared his intent to resign if Politan gains control of the Board, and more than three hundred other employees, including senior executives, have expressed that they may follow suit."

The September 19, 2024 Annual Meeting is fast approaching, and it's important to vote as soon as possible. The Company urges stockholders to vote "FOR" Masimo's director nominees, Joe Kiani and Christopher Chavez, on the updated GOLD proxy card to protect Masimo's future and your investment.

For more information on how to protect the value of your investment at Masimo, visit www.ProtectMasimosFuture.com.

Your Vote Is Important, Please Use The Updated GOLD Proxy Card Today!

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

1 (877) 456-3463 (toll-free from the U.S. and Canada)

or

+1 (412) 232-3651 (from other locations)

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 newborns 3 and, when used for continuous monitoring with Masimo Patient SafetyNet ™ in post-surgical wards, reduce rapid response team activations, ICU transfers, and costs. 4-5 Masimo SET ® is estimated to be used on more than 200 million patients in leading hospitals and other healthcare settings around the world, 6 and is the primary pulse oximetry at all 10 top U.S. hospitals as ranked in the 2024 Newsweek World's Best Hospitals listing. 7 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 https://professional.masimo.com/evidence/featured-studies/feature/.

References

1.	Published clinical studies on pulse oximetry and the benefits of Masimo SET ® can be found on our website at www.masimo.com. Comparative studies include independent and objective studies which are comprised of abstracts presented at scientific meetings and peer-reviewed journal articles.

2.	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.

3.	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.

4.	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.

5.	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. 2021; 17(8):557-561.

6.	Estimate: Masimo data on file.

7.	As ranked in the 2024 Newsweek World's Best Hospitals listing, available at https://www.newsweek.com/rankings/worlds-best-hospitals-2024/united-states.

Forward-Looking Statements

This press release 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 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting") of Masimo and the potential stockholder approval of the Board's nominees; changes to Masimo's governance, including the composition of Masimo's Board of Directors and Masimo's plans to expand the Board; and the proposed separation of Masimo's consumer business, including any potential joint venture or any other potential separation of Masimo's consumer business. 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 future actions that may be taken by Politan in furtherance of its nomination of director candidates for election at the 2024 Annual Meeting, (ii) the potential cost and management distraction attendant to Politan's nomination of director nominees at the 2024 Annual Meeting and (iii) 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 press release 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

On August 15, 2024, the Company filed a revised version of its 2024 proxy statement (the "Revised Proxy Statement") and has mailed the Revised Proxy Statement to its stockholders of record as of the new August 12, 2024 record date for the 2024 Annual Meeting. Any votes submitted by Masimo stockholders in connection with the 2024 Annual Meeting prior to the filing of the Revised Proxy Statement will not be counted and previous proxies submitted will be disregarded, and therefore, all stockholders will need to resubmit their votes, even if they have previously voted. The Company filed a revised version of the Revised Proxy Statement with the SEC on August 22, 2024, which amended, superseded and replaced in its entirety the Revised Proxy Statement (the "Amended Revised Proxy Statement"). THE COMPANY'S STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE AMENDED REVISED PROXY STATEMENT (AND ANY AMENDMENTS AND SUPPLEMENTS THERETO) AND ACCOMPANYING UPDATED GOLD PROXY CARD AS THEY CONTAIN IMPORTANT INFORMATION. Stockholders may obtain the Amended Revised Proxy Statement and any amendments or supplements thereto 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 Amended Revised Proxy Statement, which can be found through the SEC's website at https://www.sec.gov/ix?doc=/Archives/edgar/data/937556/000121390024071554/ea0206756-07.htm, and any changes thereto may be found in any amendments or supplements to the Amended Revised 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.

Contacts

Investor Contact: Eli Kammerman

(949) 297-7077

[email protected]

Media Contact: Evan Lamb

(949) 396-3376

[email protected]

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