Masimo Issues Statement Following Court’s Order Holding Politan and Quentin Koffey in Contempt and Finding Politan Made False Statements to Stockholders
Finding of Contempt is an Extraordinary and Severe Remedy
Court Finds Politan’s False Statements Improperly Influenced ISS and Glass Lewis Recommendations; Egan-Jones Recommends “FOR” Both of
Court States a Reasonable Stockholder Would Consider Politan’s and Quentin Koffey’s Contempt when Evaluating Proxy Vote
At the hearing, the Court stated that a reasonable stockholder would consider Politan’s and Quentin Koffey’s contempt when evaluating the arguments of both parties ahead of the upcoming 2024 Annual Meeting.
In its ruling on Masimo’s motion, which has now been made public, the Court also found that Politan and
Additionally, the Court found that Politan’s false statements improperly influenced the recommendations made to stockholders by ISS and Glass Lewis.1 Notably, Egan-Jones, the sole proxy advisory firm to issue its recommendation following access to and review of post-litigation discovery facts and Politan’s corrections, has recommended that stockholders vote in favor of only Masimo’s director nominees –
The Court did not issue an injunction because Masimo did not sufficiently plead economic loss as a result of Politan’s false and misleading statements and in light of Politan’s corrective disclosures made in response to the litigation.
Politan’s and Quentin Koffey’s
The Company stated, “Today’s rulings further validate our view that Politan and
The Company urges stockholders to vote “FOR” Masimo’s director nominees,
For more information on how to protect the value of your investment at Masimo, visit www.ProtectMasimosFuture.com.
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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
References
- 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.
- 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.
- 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.
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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. - 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.
- Estimate: Masimo data on file.
- 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
Additional Information Regarding the 2024 Annual Meeting of Stockholders and Where to Find It
On
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
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[1] Order on Motion for Preliminary Injunction,
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Investor Contact:
(949) 297-7077
ekammerman@masimo.com
Media Contact:
(949) 396-3376
elamb@masimo.com
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