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It’s Getting Manic at Masimo vs Politan as Dueling Proxy Materials Sling Sludge & Lawsuits

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Masimo graphic

I’m thinking of pitching Bravo Network on my idea for a new reality TV show called something like …Masimo Manic Mysteries…or Politan Proxy Obsessions… What do you think? I’ve got tons of material to pull from. I’ve followed many proxy battles over the years, but this one definitely wins the prize as the most personal and brutal battle I’ve seen. In the first twelve days of September, there has been no fewer than seventeen new proxy revisions, investor letters, and proxy-related press releases (four separate filings just today!) filed and mailed to investors. Investor’s heads must be spinning…I know mine is!

And of course, as the 2024 Annual Stockholders Meeting approaches – only one week away – the drama continues to ramp up as management continues to dig in to save their jobs while investors keep shoring up more votes. It’s getting really ugly.

See all the latest on the Masimo and Politan proxy battle

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Masimo Q2 Fiscal 2024 Results Show Healthcare Rebound, But Audio Declines Double-Digits

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Cover slide to Masimo earnings presentation

CEO Has a New Option for Offing Sound United

On Wednesday, Masimo Corporation (Nasdaq: MASI) reported its financial results for the second quarter of fiscal year 2024 and the company’s Healthcare division showed solid signs of regaining traction as it continues to power out of the post-COVID doldrums of the last eighteen months to two years. Investors cheered the results by driving up shares of the company’s stock by more than 11%. However, the Non-Healthcare division (Sound United) continues to be troubled with revenues declining 13% in the quarter.

See more on the results for Masimo

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Revised Politan Proxy Material Offers a Surprising Masimo Tidbit

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Chancery Court Declines to Force an Earlier Stockholders Meeting

New proxy material produced and distributed to stockholders this week by Politan Capital Management – an activist investor in Masimo Corp (Nasdaq: MASI) – mostly contains information that was already known. The activist investor, as well as Masimo itself, must provide new proxy materials and voting forms as all previous votes were invalidated as a result of a rescheduling of the 2024 Annual Stockholders Meeting to September 19th (originally was to be July 25th).

But Politan included a few pages of updated background information which, among those items I’ve already written about, did include one fascinating or tantalizing bit of new information.

See more on the updated Politan proxy & its new Masimo tidbit

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Politan Reveals Masimo Lawsuit To All Investors; Says It’s Desperate & Defamatory

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Image of Masimo v. Politan lawsuit title page

Masimo: ‘Confidential Informants’ Allege Koffey Has Breached His Fiduciary Duties as a Director

Almost exactly one week ago, Masimo and its Board of Directors filed a lawsuit against Politan Capital Management in which it alleged Politan’s proxy materials contained material misrepresentations and asked the court to order the activist investor to correct them. The company also delayed its upcoming annual stockholders meeting from July to September. Two days after that, Politan responded with a countersuit in which it asked the court to order Masimo to hold its 2024 Annual Meeting of Stockholders as soon as possible.

Now Politan has taken the unusual step of publishing Masimo’s lawsuit against them and providing it to all Masimo stockholders. The Masimo suit, which has some outrageous claims against Politan and particularly CIO Quentin Koffey, is being provided by a confident Koffey who believes investors will see it for what he says it is…a desperate attempt to stop the investor vote for independent directors.

See more on Politan publishing the Masimo lawsuit against it

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Politan Returns Fire; Files Countersuit Against Masimo & Directors in Delaware

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Politan investor presentation cover slide
Cover slide to Politan’s investor presentation

Claims Company is Violating Its Own Bylaws & Delaware Law

On Tuesday, I told you that Joe Kiani and Masimo Directors filed a lawsuit against Politan Capital Management and Quentin Koffey, asking the courts to force Poltian to correct what it claims are material misrepresentations in Politan’s proxy materials provided to Masimo stockholders. Late Wednesday, Politan returned fire, filing its own countersuit – but in a much more strategic way…

See more on Politan countersuing Masimo

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On the Defensive, Kiani & Masimo’s Claws Come Out; Postpones Annual Meeting & Sues Politan

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Masimo Sues Politan image

Company Chooses to Delay Annual Stockholders Meeting & Set New Record Date

Masimo Corporation (Nasdaq: Masi) announced on Tuesday that it has filed a lawsuit in Federal Court in California against Politan Capital Management and CIO Quentin Koffey, asking the court for an injunction to force Politan “to correct material misstatements and omissions”…in its “proxy materials.” It also says it has set a new date for its 2024 Annual Meeting of Stockholders, with a new record date, “to ensure that the vote of the Company’s stockholders is fair and fully informed.” That move is clearly in reaction to evidence uncovered by Politan of a legal but ethically questionable move called “empty voting” in an apparent attempt by an individual who is a friend of Joe Kiani to swing the vote in management’s favor – a move that Politan says would disenfranchise investors who voted.

See the latest outburst of filings and accusations between Masimo & Politan

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Masimo Releases Prelim Results for Fiscal 2024 Q2; A Tale of Two Companies

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Masimo preliminary report cover image

In other Masimo Corporation (Nasdaq: MASI) news this week (other than its raging proxy war, that is), the company released its Fiscal 2024 second-quarter revenue performance, and results were quite mixed between its two major divisions – Masimo Healthcare & Masimo Non-Healthcare (aka Masimo Consumer, the Sound United business). The company doesn’t always release preliminary data, but when they do it is typically just a few top-line numbers.

But this particular preliminary report was surprising for the amazing lack of information offered on its Consumer business unit results.

See more on this Masimo Preliminary report for Q2 of Fiscal 2024

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More Messy Masimo Madness

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All Employees Threaten to Quit (Or Did They?); Politan Calls Out Voting Irregularities; JV Partner Proposes Price for Sound United

Every day brings us closer to the Masimo 2024 Annual Meeting of Stockholders scheduled for July 25th…and virtually every day also brings us more Masimo madness. The proxy war for two seats on the Board of Directors being fought between the company management and activist investor Politan Capital Management continues to heat up. Consequently, we learn new things every week, some of which can be disturbing. This week is no exception as we discover: 1) the company publishes letters from employees that suggest they may all quit; 2) the Joint Venture Partner interested in buying a majority stake in Sound United has offered terms that specify a price range it is willing to pay; and 3) Politan has filed paperwork with the SEC that includes a letter to the Masimo Board of Directors claiming it has detected voting irregularities known as “empty voting.”

See this latest installment of the battle for Masimo…

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Masimo COO Sends Conditional Letter of Resignation to the Board

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Masimo COO Bilal Muhsin

Bilal Muhsin Has ‘No Intention of Remaining’…’If Quentin Koffey…Take[s] Control’

In a new filing with the Securities and Exchange Commission (SEC), Masimo Corporation (Nasdaq: MASI) reveals that Bilal Muhsin, its Chief Operating Officer (COO) has sent a conditional letter of resignation to the Board of Directors. The move is yet another escalation in the proxy war for control of the company between Masimo management and activist investment group Politan Capital Management – one of the company’s largest shareholders that already holds two seats on its Board.

See more on this resignation of the Masimo COO

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It May Be Hot in NJ, But the Country is Hit by a Blizzard of Masimo Filings

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Masimo from proxy website

Politan: Sound United Must Go

The annual Masimo (Nasdaq: MASI) shareholder meeting is now just four weeks away, and on Wednesday we saw a blizzard of proxy filings by both Masimo management and activist investor Politan Capital Management. The gloves are off and the pugilists are swinging. But how is this fight shaping up? Who has the upper hand?

See more on the Masimo vs. Politan proxy battle

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