DEFA14A 1 ea0214778-defa14a_masimo.htm DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

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MASIMO CORPORATION

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On September 16, 2024, Masimo Corporation (“Masimo” or the “Company”) made updates to its website, www.ProtectMasimosFuture.com, in connection with the 2024 Annual Meeting of Stockholders. A copy of the updated website content (other than content previously filed) can be found below.

Testimonials and Accomplishments Section update

Letters of Support – Letter from Kimberly Cripe, President and CEO, Children’s Hospital of Orange County

August 19, 2024

To the Masimo Board of Directors,

I am writing to you as the President and CEO of Children’s Hospital of Orange County (CHOC), and as a colleague of Joe Kiani, the founder, President and CEO of Masimo. I want to express my unwavering support for Joe and his leadership, and to share with you some of the ways he has profoundly contributed to our mission, organization, and the health and safety of our pediatric patients.

Joe has been a board member of CHOC and/or our parent company since 2014. From the moment Joe began working with CHOC, he has consistently demonstrated tremendous value as a board member and as chair of the Board Quality Committee. Joe has brought his expertise, vision, and innovation to our inpatient, primary care, population health, clinical outcomes, and employee safety efforts.

Beyond Joe’s corporate board work for us, he has been an enthusiastic advocate for patient safety and quality improvement. He has leveraged his incredible leadership as the founder of The Patient Safety Movement into a passion to help CHOC with our own patient safety and preventable death initiatives. He has shared with us his insights, best practices, and technologies to enhance our care delivery and outcomes. Joe has also connected us with other leaders and organizations in the field, creating opportunities for collaboration and learning.

As you know, pulse oximetry is one of the most used monitoring technologies in healthcare. Masimo makes a pulse oximetry technology known as Signal Extraction Technology (SET), which is the first pulse oximetry technology to reliably measure through motion and low perfusion conditions.

Masimo SET helps clinicians reduce severe retinopathy of prematurity (ROP) in neonates and improve critical congenital heart disease (CCHD) screening in newborns. As of March 2021, ten published CCHD screening studies, all with positive conclusions and representing over 300,000 infants, including the largest CCHD study, have used Masimo SET. In addition, when used for continuous monitoring with a patient surveillance system, Masimo SET reduces rapid response team activations, Intensive Care Unit (ICU) transfers, and costs. At CHOC, we deeply appreciate the Masimo SET and the positive impact it has had on our patients.

As you are likely aware, we are in a national mental health crisis. At CHOC, we experience this crisis daily, seeing a marked increase in depression and other mental health disorders among children and adolescents. We also understand the strong correlation between depression and substance abuse, with some suffering from mental health disorders seeking self-medication through drugs and alcohol. I have been so inspired by Joe’s leadership in the opioid and addiction arena with evidence-based solutions to help prevent overdose, save lives, and reduce the stigma surrounding opioid use. This is truly groundbreaking work that will have a profound effect for generations.

I am proud and honored to collaborate with Joe. He has been a true partner and ally for CHOC and our healthcare system, showing genuine interest and care for our staff, our patients, and our families. In addition to being an asset to CHOC, Joe is an asset to Orange County, and the global healthcare community. We want you to know how much we appreciate and recognize Joe’s value to patient care locally, nationally, and globally.

Sincerely,

/s/ Kimberly Chavalas Cripe |
Kimberly Chavalas Cripe |
President and CEO |

CHOC.ORG | 714.997.3000 | 1201 W. La Veta Ave. Orange, CA 92868

Letters of Support – Letter from Andreas Bosch, Vice President at Löwenstein Medical

Letters of Support – Letter from Mehran Monchi MD

| Centre hospitalier de Melun-Sénart 270 avenue Marc Jacquet, 77000 Melun, France Dr M.MONCHI, Head of the ICU Tel : 01.81.74.20.77

Ladies and gentlemen,

I am Dr. Mehran MONCHI, head of the intensive care units of Melun and Fontainebleau hospitals, in France (34 and 18 beds respectively).

I have known the Masimo Company since 1995, when I was part of the group of experts at the Paris Hospitals (20,500 hospital beds), responsible for evaluating the performance of monitoring equipment in anesthesia and intensive care.

We met Joe Kiani during the SpO2 system evaluations and from the ﬁrst meeting, I was impressed by his knowledge about ICU patients, his concern for the interests of patients, and his reﬂection on the place of Masimo products in improving patient safety.

My colleagues and I saw a real diﬀerence between Joe Kiani and the managers of competing products, as well as a real diﬀerence in product quality, which motivated our recommendation for the implementation of Masimo technology in patient monitoring, despite the fact that Masimo was a young company.

Since 1995, I have followed the successive improvements of Masimo technology.

As a physician involved in patient care, I trust Joe Kiani and I trust Masimo products because I know he runs this company, with real thought about the impact of his products on patients’ safety.

If Masimo were managed by someone other than Joe Kiani, it is obvious to me that my conﬁdence in the technologies developed by the company would be considerably reduced and I would question the choice of another manufacturer for our monitoring equipment.

Sincerely yours.

Dr Mehran MONCHI

June 07, 2024.

Letters of Support – Letter from Milivoj Novak MD

Letters of Support – Letter from Stéphane Kirche, Director of Health Technologies, Charlon Sur Saône Hospital Center

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Forward-Looking Statements

This communication 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. 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 Capital Management LP (“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 Securities and Exchange Commission (“SEC”), which may be obtained for free at the SEC’s website at www.sec.gov. Although Masimo believes that the expectations reflected in its forward-looking statements are reasonable, the Company does not know whether its expectations will prove correct. All forward-looking statements included in this communication are expressly qualified in their entirety by the foregoing cautionary statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of today’s date. Masimo does not undertake any obligation to update, amend or clarify these statements or the “Risk Factors” contained in the Company’s most recent reports filed with the SEC, whether as a result of new information, future events or otherwise, except as may be required under the applicable securities laws.

Additional Information Regarding the 2024 Annual Meeting of Stockholders and Where to Find It

On August 15, 2024, the Company filed a revised version of its 2024 proxy statement (the “Revised Proxy Statement”) and has mailed the Revised Proxy Statement to its stockholders of record as of the new August 12, 2024 record date for the 2024 Annual Meeting. Any votes submitted by Masimo stockholders in connection with the 2024 Annual Meeting on the prior to the filing of the Revised Proxy Statement will not be counted and previous proxies submitted will be disregarded, and therefore, all stockholders will need to resubmit their votes, even if they have previously voted. The Company filed a revised version of the Revised Proxy Statement with the SEC on August 22, 2024, which amended, superseded and replaced in its entirety the Revised Proxy Statement (the “Amended Revised Proxy Statement”). THE COMPANY’S STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE AMENDED REVISED PROXY STATEMENT (AND ANY AMENDMENTS AND SUPPLEMENTS THERETO) AND ACCOMPANYING UPDATED GOLD PROXY CARD AS THEY CONTAIN IMPORTANT INFORMATION. Stockholders may obtain the Amended Revised Proxy Statement and any amendments or supplements thereto and other documents as and when filed by the Company with the SEC without charge from the SEC’s website at www.sec.gov.

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 SEC, which can be found through the SEC’s website at www.sec.gov.