Strategy in TECH...
Last week, Masimo Corporation (Nasdaq: MASI) finally announced the long-anticipated sale of its Masimo Consumer division – the audio division created after its acquisition of Sound United back in February 2022 – to Harman International Industries Incorporated. Harman is a division of Samsung Electronics with a large automotive electronics business, along with professional audio and high-end audio businesses as well.
But is this truly a good home for Sound United?
On Tuesday, a Schedule 13G/A Form was filed with the Securities and Exchange Commission (SEC) on behalf of former Masimo Corporation CEO Joe Kiani. The form is a “Statement of Ownership” and it is used to disclose the amount of ownership of top holders of public company stock. In this filing, Kiani reports to the SEC that he holds 13.2% of Masimo stock.
There’s just one problem…he doesn’t…
Masimo Corporation’s (Nasdaq: MASI) Board of Directors announced late Tuesday afternoon that it has appointed Catherine “Katie” Syzman as the company’s new Chief Executive Officer (CEO) and as a director on the newly expanded board. Current Interim CEO Michelle Brennan will transition to a new role as Chairman of the Masimo Board. Finally, Lead Independent Director Quentin Koffey has been appointed Vice Chairman of the Board.
This announcement sets key pieces of the reconstituted management team in place, holding promise of a new era at the medical products company. All of the above changes take effect on February 12, 2025.
Masimo Corporation (Nasdaq: MASI) announced that it has expanded the company’s Board of Directors with two new appointees. The medical products manufacturer, which also owns the Sound United audio brands, will now have a total of eight directors on its board.
In a public press release and a filing with the Securities and Exchange Commission (SEC), Masimo Corporation (Nasdaq: MASI) revealed that CEO, Chairman and Founder Joe Kiani resigned his position as CEO on September 19, 2024, in the wake of learning that William Jellison and Darlene Solomon, both Politan nominees, had been elected to the Board of Directors by a decisive margin. The Board has appointed an interim CEO and launched a search for a new permanent CEO.
Masimo Corporation’s [Nasdaq: MASI] 2024 Annual Stockholders Meeting concluded yesterday, September 19, 2024, to the surprising news that the battle for control of the company’s Board of Directors was over…and there’s a new sheriff in town. According to a public statement released from Politan, activist investor Quentin Koffey, and his Politan Capital Management group’s nominated candidates, both won election to the two open Board seats – guaranteeing that the new independent directors are a majority of…and control…the Board.
Investors reacted to the news…and it was a strong reaction.
Despite explosions going off everywhere all around the combatants, Masimo Corporation’s 2024 Annual Stockholders Meeting will in fact take place as rescheduled tomorrow, September 19, 2024. It has been a long and bloody battle to get to this point and it is not entirely clear who will prevail. But both sides took a last shot at reaching out to investors to try and gain their votes.
Politan’s swing was a little more powerful as it announced it would expand its lawsuit in the Delaware Court of the Chancery – with a new party to be sued, based on evidence it uncovered as part of Masimo’s lawsuit against it in California District Court.
Last Friday, just hours after I reported to you on what appeared to be a significant “win” for Politan Capital Management L.P. et. al. in its proxy battle with Masimo Corporation, a new ruling is handed down from U.S. District Court Judge James V. Selna in which he holds Politan and its Chief Investment Officer Quentin Koffey in Contempt of Court based on a Masimo Ex Parte motion. Judge Selna’s ruling showed some real anger at Koffey and Politan and he has scheduled a new hearing on the sanctions to be administered in the matter, although at this moment, Masimo’s Annual Stockholders Meeting is scheduled to go ahead with its proxy vote this Thursday.
Late on Thursday, Politan announced that Judge James V. Selna of the U.S. District Court, Central District of California has denied Masimo’s request for a preliminary injunction in the matter of Masimo Corporation v. Politan Capital Management et.al. that sought to block Politan’s nominees for the Masimo Board of Directors. This is a big win for Quentin Koffey and Politan as it means that despite Masimo’s effort to disqualify its candidates, they remain eligible to run for the open Board positions and that the vote by investors can continue as planned at the Masimo 2024 Annual Stockholders Meeting, scheduled less than a week away, on Thursday, September 19, 2024.
I’m thinking of pitching Bravo Network on my idea for a new reality TV show called something like …Masimo Manic Mysteries…or Politan Proxy Obsessions… What do you think? I’ve got tons of material to pull from. I’ve followed many proxy battles over the years, but this one definitely wins the prize as the most personal and brutal battle I’ve seen. In the first twelve days of September, there has been no fewer than seventeen new proxy revisions, investor letters, and proxy-related press releases (four separate filings just today!) filed and mailed to investors. Investor’s heads must be spinning…I know mine is!
And of course, as the 2024 Annual Stockholders Meeting approaches – only one week away – the drama continues to ramp up as management continues to dig in to save their jobs while investors keep shoring up more votes. It’s getting really ugly.
