December 25, 2024

Joe Kiani, CEO, Masimo

Scott Mill | CNBC

Health Technology Company fieldknown for its successful patent litigation apple Watch faces its second proxy fight in two years, sponsored by the same activist investor who now sits on the company’s six-person board.

Quentin Koffey’s Politan Capital, which holds about 9% of the shares, announced it would nominate two directors to Masimo’s board, just days after it said it would seek to spin off the troubled business department.

Affected by this news, the stock price soared in early trading on Monday, and finally closed up about 3%.

Masimo announced on Friday that it would explore plans to spin off its audio unit, which it acquired in 2022 for $1 billion. The acquisition frustrated some investors and was seen as irrelevant to Masimo’s core health technology focus, triggering Politan’s first proxy fight at the company.

Now, Politan is seeking two more board seats to ensure the company completes its spinoff, which he said was “hastily” announced after the activist told the company last week it would seek additional board seats. A message.

A Masimo spokesman disputed the series of events. “Politan rushed to announce his candidacy this morning in an attempt to take credit for the positive market reaction to the separation announcement,” the spokesman said.

Politan’s nominees are former Agilent executive Darlene Solomon and former Stryker CFO Bill Jellison. Solomon oversees Agilent’s research and development efforts, while Jellison helps drive Stryker’s M&A strategy.

If successful, the activist investors would control four of the company’s six board seats.

In previous proxy battles, Politan had secured two board seats for Coffey and health care executive Michelle Brennan, given the intensity of the fight and management’s moves to avoid Coffey. The unusual strategy has investors paying close attention.

Coffey said he was initially “optimistic” that Masimo’s board would work with Politan.

“Unfortunately, our efforts were continually rebuffed, with Chairman and CEO Joe Kiani refusing to provide us with basic information, denying us access to management, and repeatedly holding meetings that did not include us. board meetings and refused to even consider allowing any review of capital allocation or strategy,” Coffey said in a press release.

In previous proxy battles, Chiani has shown no willingness to resolve disputes with activist funds. Some of Massimo’s attempts to sidestep Politan, such as an unprecedented attempt to force activists to detail their other investments and clients before seeking board nominations, drew widespread scrutiny.

Politan said in a news release that it hopes to avoid another proxy fight.

“Darlene and Bill are undoubtedly qualified to help the company, and joining them immediately will help avoid a costly and distracting competitive election,” Coffey said.

A spokesman for Masimo said: “Board members, including Quentin Koffey, have been a key part of discussions about the spin-off since January, when Joe Kiani first raised the idea after listening to shareholders,” he noted. , two people – one-third of the company’s board of directors – have joined in the past nine months.

The company had previously committed to reassessing its $1 billion Sound United strategy within three years, the spokesman added.

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