United States securities and exchange commission logo
June 11, 2024
Quentin Koffey
Managing Partner
Politan Capital Management LP
106 West 56th Street, 10th Floor
New York, NY 10019
Re: Politan Capital
Management LP
Masimo Corporation
PREC14A filed June
3, 2024 by Politan Capital Management LP et al.
File No. 001-33642
Dear Quentin Koffey:
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.
All defined terms have the same meaning as in the proxy statement listed
above, unless
otherwise indicated.
Preliminary Proxy Statement filed June 3, 2024
General
1. Please revise to
provide support for the following statement on page 2: "the Board and
management team
undermined attempts to improve the Company s broken corporate
governance" (emphasis
added). To the extent that support for this statement is included
elsewhere in the proxy
statement, so indicate in the revised disclosure.
2. We note your disclosure
on page 7 that the Company s management team discussed a
draft of the 2023
Annual Report with the Board, but following such discussion, a majority
of the independent
directors of the Board were unwilling to sign the 2023 Annual Report
until additional
information that Board members had repeatedly requested was provided
(emphasis in original).
Please disclose which Board members repeatedly requested such
information.
Quentin Koffey
Politan Capital Management LP
June 11, 2024
Page 2
3. We note your disclosure on page 29 that the Company Proxy Statement
states that
brokers will not have discretionary authority to vote on any of the
proposals at the 2024
Annual Meeting, including the Ratification of Auditors. Refer also
to similar disclosure
on page 30. However, the Company Proxy Statement discloses on page 124
that because
the Politan Group has initiated a proxy contest, to the extent that
the Politan Group
provides a proxy card or voting instruction form to stockholders who
hold their shares in
'street name,' brokers will not have discretionary voting authority to
vote on any of the
proposals presented at the Annual Meeting, including the ratification
of auditors
(emphasis added). Please revise or advise.
4. Refer to Schedule II, which states that the schedule includes a table
from the Company s
Proxy Statement. We are unable to locate such table within Schedule
II. Please revise or
advise.
Compensation of the Company's Directors, page 21
5. In the description of Mr. Kiani's Employment Agreement on page 22,
please note the
areas in which he disagrees with your interpretation of its
provisions. For example, we
note that he has stated he will not accept an invitation to re-join
the Board if not elected at
the upcoming annual meeting and therefore believes the payment
provisions under his
Employment Agreement would be triggered. Quantify the estimated
payments due if Mr.
Kiani is not re-elected to the Board and his interpretation of the
Employment Agreement
prevails.
6. See our last comment above. Clarify your intentions with respect to
retaining Mr. Kiani as
CEO if both of your nominees are elected.
Proposal Three: Advisory Vote to Approve the Compensation of Named Executive
Officers,
page 26
7. Briefly explain why you are recommending a vote "AGAINST" this
proposal or refer to
any reasons that appear elsewhere in the proxy statement.
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.
FirstName LastNameQuentin Koffey Sincerely,
Comapany NamePolitan Capital Management LP
Division of
Corporation Finance
June 11, 2024 Page 2 Office of
Mergers & Acquisitions
FirstName LastName