0000937556 false 0000937556 2022-12-13 2022-12-13 0000937556 us-gaap:CommonStockMember 2022-12-13 2022-12-13 0000937556 masi:RightsToPurchaseSeriesAJuniorParticipatingPreferredStockMember 2022-12-13 2022-12-13

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________________
FORM 8-K
________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 13, 2022
MASIMO CORPORATION
(Exact name of registrant as specified in its charter)
________________________________________________

DE |  | 001-33642 |  | 33-0368882
(State or other jurisdiction of incorporation) |  | (Commission File Number) |  | (IRS Employer Identification No.)
52 Discovery |  | Irvine, |  | CA |  |  |  |  | 92618
(Address of Principal Executive Offices) |  |  |  |  | (Zip Code)
|  |  |  |  |  | (949) | 297-7000 |  |  |
Registrant’s telephone number, including area code:
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered pursuant to Section 12(b) of the Act:
Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock, $0.001 par value |  | MASI |  | The Nasdaq Stock Market LLC
Rights to Purchase Series A Junior Participating Preferred Stock |  | N/A |  | The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company | ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐

Item 7.01. | Regulation FD Disclosure.

In connection with the Investor Day call to be held by Masimo Corporation (the “Company”) on December 13, 2022, the Company’s Chief Financial Officer will provide preliminary financial guidance for fiscal year 2023 as well as certain long-range financial targets pursuant to the materials furnished as Exhibit 99.1 to this Current Report.
In accordance with General Instructions B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 to this Current Report) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. | Financial Statements and Exhibits.

(d) The following items are filed as exhibits to the Current Report on Form 8-K.

Exhibit No. | Description
99.1 | 2022 Investor Day Financial Outlook, dated December 13, 2022
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Masimo Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|  |  |  | MASIMO CORPORATION
Date: December 13, 2022 |  |  |  | By: |  | /s/ M ICAH Y OUNG
|  |  |  |  |  | Micah Young
|  |  |  |  |  | Executive Vice President & Chief Financial Officer
|  |  |  |  |  | (Principal Financial Officer)