United States securities and exchange commission logo
June 7, 2024
Joe Kiani
Chief Executive Officer
Masimo Corporation
52 Discovery
Irvine, California
Re: Masimo Corporation
Preliminary Proxy
Statement filed May 31, 2024
File No. 001-33642
Dear Joe Kiani:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
Defined terms used herein have the same meaning as in your filing.
Preliminary Proxy Statement filed May 31, 2024
Background to the Solicitation, page 15
1. Disclosure on page 15
indicates that "the Company commenced a formal review of
strategic alternatives"
following the 2023 Annual Meeting. It is our understanding that
such review may have
commenced prior to the 2023 Annual Meeting. Please revise or
advise.
2. We note your disclosure
that the Board determined not to approve the proposed class
switch of directors
and instead approved the nomination of Mr. Kiani for election at the
2024 Annual Meeting.
Please disclose why the Board determined not to approve the
proposed class switch
of directors.
3. We note your disclosure
that [f]ollowing Mr. Classon s resignation, members of the
Board contacted and
considered several director nominee candidates, including
Christopher Chavez.
Please disclose who recommended Mr. Chavez to the Board. See
Joe Kiani
Masimo Corporation
June 7, 2024
Page 2
Item 407(c)(2)(vii) of Regulation S-K and Question 133.03 under the
staff's Regulation S-
K Compliance and Disclosure Interpretations.
If Mr. Kiani is not Re-Elected to the Board at this Year's Annual Meeting, page
94
4. We note the disclosure here that Mr. Kiani disputes Politan's ability
to "cure" the trigger
of the provisions of his employment agreement if he is not re-elected
to the Board at this
year's Annual Meeting by re-appointing him as Chairman of the Board.
See Item 5(b) of
Schedule 14A. Please describe in further detail (including by
quantifying any payments
due) the consequences if Mr. Kiani's position prevails and he is not
re-elected to the Board
and declines re-appointment. Please place this expanded disclosure,
which currently
appears on page 94, in a more prominent location in the proxy
statement.
Transactions with Related Persons, Promoters and Certain Control Persons, page
115
5. Please revise your disclosure in this section to include the
approximate dollar values of
Mr. Kiani s interests in the transactions with Willow and LMMV.
Refer to Item 404(a)(4)
of Regulation S-K.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Blake Grady at 202-551-8573 or Tina
Chalk at 202-551-
3263.
FirstName LastNameJoe Kiani Sincerely,
Comapany NameMasimo Corporation
Division of
Corporation Finance
June 7, 2024 Page 2 Office of
Mergers & Acquisitions
FirstName LastName