Strategy in TECH...
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…
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.
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.”
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.
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 STORY UPDATE NEAR END – It is total pandemonium in Masimo land as the company and Politan are engaged in a massive and really, really ugly proxy war ahead of the company’s annual meeting scheduled for July 25, 2024, at the Masimo headquarters in Irvine, CA. Details in dueling proxy filings so far have revealed many things we didn’t know up to now. And almost none of what has been revealed…is good.
Company CEO Kiani is in a fight for his professional life…Sound United is dangling in the wind of an uncertain future – and, frankly, even the entire company’s path forward is a question mark.
Masimo Corporation (Nasdaq: MASI), yet another company in Tech that reported their financial results for the first quarter of Fiscal 2024 after the close of business on Tuesday, revealed that both revenues and profits had declined double-digit percentages in the quarter. What was remarkable about this result is that Masimo CEO Joe Kiani said in a statement in the release about the Q1 results that the company is “reaching a steady state.”
Investors apparently didn’t see it that way, as shares in MASI stock dropped almost 12% on Wednesday, the next trading day after the announcement.
Masimo Corporation (Nasdaq: MASI) announced on Monday that it could confirm that activist investment group Politan Capital Management – whose founder and Chief Investment Officer is Quentin Koffey – has provided it with notice of its intent to nominate two candidates to stand for election to the company’s Board of Directors at its upcoming 2024 Annual Meeting. This action by Politan, management says, “run[s] counter to the stockholders’ best interests…”
Oh-oh…the knives are coming out…
One business day after Masimo Corp. [Nasdaq: MASI] announced plans for a spin-off of its Consumer division, the business unit formed by the acquisition of Sound United, activist investor Politan Capital Management and its CIO Quentin Koffey – a current Masimo Director – announced the nomination of two more independent director candidates for the Board of Directors. In a statement accompanying the announcement, Koffey takes the gloves off alleging Board dysfunction, uncooperative management, and says Kiani’s desire for control “is troubling.”
Pop a fresh bowl of popcorn and settle into a comfortable chair…things are getting pretty interesting in this story of escalating boardroom and management drama.
Masimo Corp. [NASDAQ: MASI] shareholders voted to elect two new independent board candidates nominated by activist investor Politan Capital Management, including Politan’s Chief Investment Officer Quentin Koffey, as reported by Reuters. The election took place on Monday, June 26th at the annual stockholder’s meeting, and it was announced late in the day that the Politan candidates prevailed.
The news is a shocking repudiation of the existing Masimo Board and CEO Joe Kiani – and it puts Sound United’s future with the company in serious doubt.
