Press release

Masimo Chairman and CEO Joe Kiani Waives Rights Under Director Change-in-Control Provision

Mr. Kiani Previously Waived Other Rights in Connection with the 2023 Annual Meeting of Stockholders and the Appointment of a Lead Independent Director

articleMasimo CorporationJune 6, 20234/company/masimo-corporation/news/masimo-chairman-and-ceo-joe-kiani-waives-rights-under-director-change-in-control
Masimo Chairman and CEO Joe Kiani Waives Rights Under Director Change-in-Control Provision

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[{"type":"text","content":"\nMr. Kiani Previously Waived Other Rights in Connection with the 2023 Annual Meeting of Stockholders and the Appointment of a Lead Independent Director\n\n\n IRVINE, Calif.--(BUSINESS WIRE)--\nMasimo Corporation (“Masimo” or the “Company”) (Nasdaq: MASI) today announced that Joe Kiani, founder, Chairman and Chief Executive Officer of Masimo, unconditionally, irrevocably and permanently waived his right to assert that a Change in Control has occurred pursuant to Section 9(iii) of his employment agreement unless there occurs a change in the Company’s Board in which the individuals who constituted the Board at the beginning of the twelve (12) month period immediately preceding the change cease for any reason to constitute one-half or more of the directors then in office. The full text of the waiver has been filed with the U.S. Securities and Exchange Commission. Mr. Kiani previously waived his rights to assert that a Change in Control has occurred as a result of the election of stockholder-nominated directors at the 2023 annual meeting of stockholders, and that the appointment of any lead independent director of the Board constitutes Good Reason under his employment agreement.\n\n\n“I have waived these rights because I believe strongly that they should not be factors in this pivotal vote on the future of Masimo,” said Mr. Kiani. “By permanently putting these issues to rest, I hope stockholders can focus on the stark choice they have between Masimo’s proven track record and bright future and Quentin Koffey’s dangerous and ill-informed agenda.”\n\n\nTo protect stockholders’ investment and to ensure Masimo continues to create value, the Board encourages stockholders to vote FOR Masimo’s highly qualified director nominees, H Michael Cohen and Julie Shimer, Ph.D.\n\n\nFind more information on why your vote is so important to the future of Masimo at www.KeepMasimoStrong.com.\n\n\nAbout Masimo\n\n\nMasimo (Nasdaq: MASI) is a global technology company that develops and produces a wide array of industry-leading monitoring technologies, including innovative measurements, sensors, patient monitors, and automation and connectivity solutions. In addition, Masimo Consumer Audio is home to eight legendary audio brands, including Bowers & Wilkins®, Denon®, Marantz®, and Polk Audio®. Our mission is to improve life, improve patient outcomes and red...

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