--- schema_version: "secwatch.filing_event.v1" accession: "0000937556-23-000172" form_type: "8-K" ticker: "MASI" cik: "0000937556" company_name: "MASIMO CORP" filed_at: "2023-06-28T23:59:59+00:00" generated_at: "2026-06-13T15:54:11.636844+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Masimo stockholders elect two Politan Group nominees to board; approve board declassification ## Summary - Politan nominees Michelle Brennan (36.4M for) and Quentin Koffey (30.7M) elected; company nominees Cohen (10.6M) and Shimer (15.1M) defeated. - Amendment to declassify board approved (46.7M for, 43.5K against); board size increased from five to seven. - Say-on-pay passed with 25.9M for, 20.7M against; advisory vote on executive compensation will occur annually. - Grant Thornton ratified as independent auditor (46.1M for); stockholder proposal to repeal bylaw amendments failed (needed 75% approval). - Certificate of amendment filed June 28, 2023 to implement phased-in board declassification. ## SEC filing metadata - accession: 0000937556-23-000172 - form_type: 8-K - ticker: MASI - cik: 0000937556 - company_name: MASIMO CORP - filed_at: 2023-06-28T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 5.02, 5.07, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/937556/000093755623000172/0000937556-23-000172-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/937556/000093755623000172/masi-20230626.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000937556-23-000172 - JSON: https://secwatch.observer/filing/0000937556-23-000172.json - Plain text: https://secwatch.observer/filing/0000937556-23-000172.txt ## Key facts - Governance Changes MASIMO CORP: Amendment to provide for phased-in declassification of the board of directors (effective 2023-06-28). - Change: charter amendment - Effective: 2023-06-28 source text: At the Meeting, the stockholders of the Company approved an amendment (the “Amendment”) to the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) to provide for the phased-in declassification of the Company’s board of directors. A description of the Amendment is provided in “Proposal 5 – To Approve an Amendment to the Amended and Restated Certificate of Incorporation to Provide For the Phased-In Declassification of Our Board of Directors” of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 24, 2023, as amended (the “Proxy Statement”), which description and text are incorporated herein by reference. The Amendment became effective upon the Company’s filing of a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware on June 28, 2023 (the “Certificate of Amendment”). evidence_url: https://www.sec.gov/Archives/edgar/data/937556/000093755623000172/0000937556-23-000172-index.htm - Shareholder Votes MASIMO CORP shareholders approved To provide an advisory vote to approve the increase to the total number of authorized members of the Board of Directors from five to seven. at the 2023-06-26 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-26 source text: Proposal No. 6 : To provide an advisory vote to approve the increase to the total number of authorized members of the Board of Directors from five to seven. For Against Abstentions Broker Non Votes 39,758,625 6,757,321 642,154 — The Company’s stockholders voted for the advisory vote to approve the increase to the total number of authorized members of the Board of Directors from five to seven. evidence_url: https://www.sec.gov/Archives/edgar/data/937556/000093755623000172/0000937556-23-000172-index.htm - Shareholder Votes MASIMO CORP shareholders approved To provide an advisory vote to approve the compensation of the Company’s named executive officers. at the 2023-06-26 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-26 source text: Proposal No. 3 : To provide an advisory vote to approve the compensation of the Company’s named executive officers. For Against Abstentions Broker Non Votes 25,947,310 20,662,682 672,504 415,719 The Company’s stockholders vote d for the adv isory vote to approve the compensation of the Company’s named executive officers . evidence_url: https://www.sec.gov/Archives/edgar/data/937556/000093755623000172/0000937556-23-000172-index.htm - Shareholder Votes MASIMO CORP shareholders rejected To approve a stockholder proposal to repeal any provision of, or amendment to, the Company’s Bylaws adopted by the Board of Directors without stockholder approval subsequent to April 20, 2023 and up to and including the date of the Meeting. at the 2023-06-26 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2023-06-26 source text: Proposal No. 7 : To approve a stockholder proposal to repeal any provision of, or amendment to, the Company’s Bylaws adopted by the Board of Directors without stockholder approval subsequent to April 20, 2023 and up to and including the date of the Meeting. For Against Abstentions Broker Non Votes 35,628,473 11,090,338 563,685 415,719 In order to be approved, this proposal required the affirmative vote of the holders of at least seventy-five percent (75%) of the voting power of all of the then-outstanding shares of our common stock entitled to vote generally in the election of directors, voting together as a single class. Accordingly, the stockholder proposal was not approved by the Company’s stockholders. evidence_url: https://www.sec.gov/Archives/edgar/data/937556/000093755623000172/0000937556-23-000172-index.htm - Shareholder Votes MASIMO CORP shareholders approved To ratify the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2023. at the 2023-06-26 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-26 source text: Proposal No. 2: To ratify the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2023. For Against Abstentions Broker Non Votes 46,077,127 1,112,566 508,522 — The Company’s stockholders voted to approve the ratification of the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm. evidence_url: https://www.sec.gov/Archives/edgar/data/937556/000093755623000172/0000937556-23-000172-index.htm - Shareholder Votes MASIMO CORP shareholders approved To provide an advisory vote on the frequency of future advisory votes to approve named executive officer compensation. at the 2023-06-26 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-06-26 source text: Proposal No. 4 : To provide an advisory vote on the frequency of future advisory votes to approve named executive officer compensation. Every Year (annual vote) Every Other Year (biennial vote) Every Three Years (triennial vote) Abstentions Broker Non Votes 46,362,848 23,882 343,895 551,871 415,719 The Company’s stockholders voted to approve, on an advisory basis, that the advisory vote to approve named executive officer compensation occurs every year . In light of the Company’s prior practice of annual advisory votes to approve named executive officer compensation and the vote of the stockholders, the Company will continue the practice of holding advisory votes to approve named executive officer compensation every year. evidence_url: https://www.sec.gov/Archives/edgar/data/937556/000093755623000172/0000937556-23-000172-index.htm - Shareholder Votes MASIMO CORP shareholders approved To approve an amendment to the Amended and Restated Certificate of Incorporation to provide for the phased-in declassification of the Board of Directors. at the 2023-06-26 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-26 source text: Proposal No. 5 : To approve an amendment to the Amended and Restated Certificate of Incorporation to provide for the phased-in declassification of the Board of Directors. For Against Abstentions Broker Non Votes 46,669,313 43,536 569,647 415,719 The Company’s stockholders voted for the amendment to the Amended and Restated Certificate of Incorporation to provide for the phased-in declassification of the Board of Directors. evidence_url: https://www.sec.gov/Archives/edgar/data/937556/000093755623000172/0000937556-23-000172-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.