Masimo (MASI) Proxy filing summary

Executive summary

• A definitive merger agreement was signed for acquisition by Danaher, with Masimo to become a wholly owned subsidiary, each share converted to $180 in cash, a 38% premium to pre-announcement price.

• The board unanimously approved the merger, citing compelling value, certainty, and a thorough sale process with multiple parties contacted.

• Centerview Partners provided a fairness opinion supporting the financial terms of the deal.

• The merger is expected to close in the second half of 2026, subject to regulatory and shareholder approvals.

Voting matters and shareholder proposals

• Shareholders will vote on the Merger Agreement Proposal and a non-binding Compensation Proposal for executive officers at a special meeting on May 1, 2026.

• Approval of the merger requires a majority of outstanding shares; abstentions and broker non-votes count as votes against.

• Politan Capital Management, holding 8.77% of voting power, has agreed to vote in favor of the merger.

• Appraisal rights are available for dissenting shareholders under Delaware law.

Board of directors and corporate governance

• The board conducted a comprehensive review of strategic alternatives, including prior sale processes and engagement with multiple potential acquirers.

• The board considered risks, alternatives, and the interests of all stakeholders, including the impact on employees and ongoing litigation.

• The board recommends shareholders vote FOR both proposals.