Strategy in TECH...
In a public press release and a filing with the Securities and Exchange Commission (SEC), Masimo Corporation (Nasdaq: MASI) revealed that CEO, Chairman and Founder Joe Kiani resigned his position as CEO on September 19, 2024, in the wake of learning that William Jellison and Darlene Solomon, both Politan nominees, had been elected to the Board of Directors by a decisive margin. The Board has appointed an interim CEO and launched a search for a new permanent CEO.
Masimo Corporation’s [Nasdaq: MASI] 2024 Annual Stockholders Meeting concluded yesterday, September 19, 2024, to the surprising news that the battle for control of the company’s Board of Directors was over…and there’s a new sheriff in town. According to a public statement released from Politan, activist investor Quentin Koffey, and his Politan Capital Management group’s nominated candidates, both won election to the two open Board seats – guaranteeing that the new independent directors are a majority of…and control…the Board.
Investors reacted to the news…and it was a strong reaction.
Despite explosions going off everywhere all around the combatants, Masimo Corporation’s 2024 Annual Stockholders Meeting will in fact take place as rescheduled tomorrow, September 19, 2024. It has been a long and bloody battle to get to this point and it is not entirely clear who will prevail. But both sides took a last shot at reaching out to investors to try and gain their votes.
Politan’s swing was a little more powerful as it announced it would expand its lawsuit in the Delaware Court of the Chancery – with a new party to be sued, based on evidence it uncovered as part of Masimo’s lawsuit against it in California District Court.
Last Friday, just hours after I reported to you on what appeared to be a significant “win” for Politan Capital Management L.P. et. al. in its proxy battle with Masimo Corporation, a new ruling is handed down from U.S. District Court Judge James V. Selna in which he holds Politan and its Chief Investment Officer Quentin Koffey in Contempt of Court based on a Masimo Ex Parte motion. Judge Selna’s ruling showed some real anger at Koffey and Politan and he has scheduled a new hearing on the sanctions to be administered in the matter, although at this moment, Masimo’s Annual Stockholders Meeting is scheduled to go ahead with its proxy vote this Thursday.
Late on Thursday, Politan announced that Judge James V. Selna of the U.S. District Court, Central District of California has denied Masimo’s request for a preliminary injunction in the matter of Masimo Corporation v. Politan Capital Management et.al. that sought to block Politan’s nominees for the Masimo Board of Directors. This is a big win for Quentin Koffey and Politan as it means that despite Masimo’s effort to disqualify its candidates, they remain eligible to run for the open Board positions and that the vote by investors can continue as planned at the Masimo 2024 Annual Stockholders Meeting, scheduled less than a week away, on Thursday, September 19, 2024.
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.
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.
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.
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.
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…
