Masimo (MASI) Proxy filing summary

Executive summary

• A merger agreement was entered into for Masimo to be acquired by Danaher, with Masimo becoming a wholly owned subsidiary of Danaher following the merger, pending shareholder approval at a special meeting scheduled for May 1, 2026.

• The board recommends voting in favor of the merger and related proposals, and supplemental disclosures have been provided to address shareholder litigation and demands for additional information.

• The merger process included outreach to multiple potential acquirors, with Danaher ultimately offering $180 per share in cash as its best and final offer.

• Forward-looking statements highlight risks related to the merger's completion, regulatory approvals, potential competing offers, and the impact on business operations.

Voting matters and shareholder proposals

• Shareholders are asked to vote on the adoption of the merger agreement and related proposals at a special meeting.

• The board continues to recommend a "FOR" vote on all proposals, including the merger.

Board of directors and corporate governance

• The board formed a working group, including the chair and vice chair, to coordinate the sale process and provide updates, with all material decisions reserved for the full board.

• No additional compensation was provided to working group members for their roles.