Press release
Masimo Announces Changes to Governance Structure and Practices
H Michael Cohen Selected as Lead Independent Director Two Additional New Directors to Be Named to Board Following Consultation with Stockholders Significant
About this update from Masimo Corporation
[{"type":"text","content":"\nH Michael Cohen Selected as Lead Independent Director\n\nTwo Additional New Directors to Be Named to Board Following Consultation with Stockholders\n\nSignificant Governance Changes Announced, Including Termination of Rights Agreement and Plan to Declassify Board\n\n IRVINE, Calif.--(BUSINESS WIRE)--\nMasimo Corporation (Nasdaq: MASI) today announced changes to its Board of Directors and governance policies, the result of an ongoing board refreshment and governance review process informed by regular engagement with stockholders.\n\n“We recently visited several of our large stockholders and had good discussions with them,” said Joe Kiani, Masimo’s founder, Chairman, and CEO. “Based on their feedback, as well as feedback we previously received from other stockholders, the Board has decided to make a number of changes.”\n\nThe Independent Directors of Masimo’s Board have unanimously elected H Michael Cohen as its Lead Independent Director. In this role, Mr. Cohen will be responsible for leading meetings of the Independent Directors, presiding at meetings of the Board at which the Chairman is not present and providing input on Board agendas and materials in advance of Board meetings.\n\n“We are pleased to announce these changes to our Board’s structure and policies, which are informed by feedback from our stockholders,” said Mr. Cohen. “The Board is confident that the changes we are announcing today will position it to continue to provide effective oversight as we seek to maximize value for all stockholders. Over the past twelve months, our Independent Directors have met with holders of more than 50% percent of Masimo’s stock as part of our investor engagement program. As our actions demonstrate, we are committed to collaborating productively with all Masimo’s stockholders in support of long-term value creation.”\n\nIn response to specific and broad-based stockholder feedback, the Board has also decided to expand its size from five to seven members. With the support of an external advisory firm, the Board’s Nominating, Compliance and Corporate Governance Committee has initiated a search process for two new, highly qualified and complementary independent directors. This process reflects the Board’s commitment to regular refreshment with highly qualified, experienced directors and responsiveness to input from stockholders. In connec...