Politan Capital's Response to Masimo's Proxy Card Challenge

Author: Ryan Hughes Updated: 09-15-2024 03:13 PM

Politan's Stand Against Masimo's Legal Maneuvers

Politan Capital Management, a significant shareholder with an 8.9% stake in Masimo Corporation (NASDAQ: MASI), has voiced serious concerns regarding Masimo’s recent legal actions aimed at undermining a fair shareholder vote.

In light of the California Federal Court denying Masimo's motion for a preliminary injunction, the company has changed tactics, seeking to invalidate Politan’s current proxy card. This decision follows the Court’s hearing regarding Masimo’s attempt to postpone its upcoming Annual Meeting. Masimo claims it has faced significant harm because Politan disclosed judicial actions prematurely, stirring controversy within the shareholder community.

Legal Challenges Unfold

Despite the Court’s refusal to grant Masimo’s request for postponement, the ruling stated that Politan had violated a sealing order and was thus in contempt. This incident raises concerns about transparent communication, as Masimo has not made the Court's orders readily accessible to its shareholders. Instead, they disseminated multiple misleading statements, according to Politan.

To ensure that shareholders are informed, Politan has committed to making pertinent Court orders available. This effort aims to equip shareholders with the facts required for making informed decisions regarding Masimo’s proposals and management.

Key Points from Politan's Statement

Politan outlined the following critical points regarding the ongoing situation:

The Court's recent order denying Masimo’s preliminary injunction motion, unsealed recently, is pivotal in understanding the legal context.
Politan, and its representative Mr. Koffey, have been held in contempt due to their disclosure related to the Court's actions.
Masimo's attempts to invalidate Politan’s proxy card are expected to create chaos during the Annual Meeting, ultimately disenfranchising shareholders who support Politan’s nominees.

Importance of Shareholder Participation

Politan emphasizes the necessity of shareholder participation in governance matters. Regardless of the number of shares owned, the vote is crucial for influencing the company's direction. They encourage all shareholders to utilize the WHITE universal proxy card to express their support for Politan's nominees and the recommendations put forth regarding various proposals on the 2024 Annual Meeting's agenda.

Contact Information for Assistance

Politan provides clear instructions for shareholders needing assistance with their votes. They recommend contacting D.F. King for additional proxy materials or voting guidance. Here are the details to facilitate effective communication:

D.F. King & Co., Inc.
48 Wall Street
New York, New York 10005
Stockholders call toll-free: (888) 628-8208
Banks and Brokers call: (212) 269-5550

Overview of Participants in the Proxy Solicitation

Politan, alongside various partners, has filed a definitive proxy statement with the Securities and Exchange Commission (SEC). This filing is part of their strategy to solicit votes for its nominees at the 2024 annual stockholder meeting for Masimo. Key participants in this proxy solicitation include:

Politan Capital Management.
Politan Capital Management GP LLC.
Politan Capital Partners LP and others in similar affiliations.

Currently, the Politan Parties collectively own approximately 4,713,518 shares of Masimo's common stock. Their combined holdings represent a significant fraction of the company's outstanding shares, emphasizing their influence and reach within the organization.

Final Notes and Recommendations

Politan stresses the importance of thorough updates regarding their actions and Masimo's developments. They strongly encourage all stakeholders to carefully follow developments and actively participate in the upcoming decision-making processes.

Frequently Asked Questions

What is Politan Capital's stake in Masimo Corporation?

Politan Capital holds an 8.9% stake in Masimo Corporation, representing a significant share of ownership.

What legal actions has Masimo taken against Politan Capital?

Masimo has sought to invalidate Politan's proxy card and attempted to delay the upcoming Annual Meeting, alleging harm due to disclosures made by Politan.

How are shareholders being informed about the situation?

Politan is actively sharing updates and making legal documents accessible to ensure shareholders can make informed decisions.

Why is shareholder voting important?

Shareholder voting is crucial because it allows investors to influence corporate governance and direct the company’s future strategies.

Who can shareholders contact for assistance with voting?

Shareholders can contact D.F. King & Co., Inc. for help with voting their WHITE universal proxy card or for additional proxy materials.

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