Masimo (MASI) Proxy Filing summary

Executive summary

• Masimo entered into a definitive agreement to be acquired by Danaher Corporation for $180.00 per share in cash, representing a 38% premium to the pre-announcement trading price.

• The merger will result in Masimo becoming a wholly owned subsidiary of Danaher, with its shares delisted from Nasdaq and deregistered under the Exchange Act.

• The transaction is subject to approval by Masimo stockholders, regulatory clearances, and other customary closing conditions, with expected completion in the second half of 2026.

• A special meeting of stockholders will be held virtually to vote on the merger and a non-binding advisory vote on executive compensation related to the merger.

Voting matters and shareholder proposals

• Stockholders will vote on the adoption of the Merger Agreement and a non-binding advisory vote on compensation for named executive officers in connection with the merger.

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

• Politan Capital Management LP, holding approximately 8.8% of voting power, has entered into a Voting Agreement to support the merger.

• The board unanimously recommends voting FOR both proposals.

Board of directors and corporate governance

• The board unanimously approved the merger, determined it is fair and in the best interests of stockholders, and recommends approval.

• The board considered strategic alternatives, prior sale processes, and engaged financial and legal advisors throughout negotiations.

• The board negotiated an increase in the offer price from $166 to $180 per share.