Masimo
(Nasdaq: MASI)
announced today that it commenced litigation against Politan Capital Management in their ongoing proxy fight.
The company also set a new date for its 2024 annual meeting of stockholders. Irvine, California-based Masimo’s meeting is now scheduled for Sept. 19, 2024, in an effort to “ensure that the vote of the company’s stockholders is fair and fully informed,” according to a news release. The previously scheduled date was July 25.
Masimo’s litigation against Politan seeks to require Politan to “correct material misstatements and omissions” in its proxy materials. It alleges, among other things, that Quentin Koffey assisted plaintiff’s counsel in litigation against Masimo. Koffey, Politan’s managing partner and chief investment officer, earned a seat on Masimo’s board last summer as part of this long-running battle.
The company plans to file a revised proxy statement for its annual meeting to reflect the rescheduled date.
Politan and Masimo have been involved in the proxy war for years. The activist investor seeks CEO Joe Kiani’s ouster a year after it won two board seats. COO Bilal Muhsin said in a letter dated June 26 that he plans to resign if Koffey and Politan take control of the company. Nearly 300 Masimo Healthcare Engineering employees say they may leave the company if this happens as well. Some regional sales managers in Europe, Asia and Australia also said they might leave the company.
Under pressure from Politan, the maker of pulse oximeters, wearable health trackers, and other health monitoring devices has sought out options to split off its consumer business. This move would undo a two-year-old $1 billion acquisition of Sound United and its high-end audio and home theater systems.
Politan and Koffey issue response to Masimo’s litigation
In a statement responding to Masimo’s announcement, Koffey stated that “there are no misstatements” in Politan’s proxy materials. He denied contact with plaintiff’s counsel, saying Politan “does not even know” what Kiani and Masimo are referring to.
According to Koffey, Masimo’s bylaws and Delaware law require annual meetings to take place within 13 months of the last one. However, with the rescheduled meeting, the company’s event this year takes place 15 months past the previous meeting. Koffey says “there was no need for the meeting to be rescheduled for any later than August 5.”
“The reality is that moving the annual meeting – which was scheduled to be held in nine days – back two months is nothing more than a desperate attempt to prevent the voices of Masimo’s shareholders from being heard,” Koffey said.
He went on to call the legal action retaliatory and expressed confidence in defeating the Masimo litigation.
“Most importantly, Politan will take all necessary action to ensure that the annual meeting is not delayed any further beyond September 19 and hopefully is held sooner,” Koffey concluded. “Ultimately, this last-gasp attempt to block shareholders’ rights will fail – just like all the board’s previous attempts over the past two years. We look forward to moving past these misguided distractions and helping to start a new chapter for Masimo.”
