Masimo seeks to stave off proxy fight with Politan, makes settlement offer

Health-technology firm Masimo, facing the imminent threat of litigation and a second proxy contest, offered a settlement to Politan Capital’s Quentin Koffey on Thursday that would fill a vacant board seat with one of the activist’s proposed directors.

Masimo’s lead independent director Craig Reynolds said he hoped adding Politan’s nominee William Jellison to the company’s board would help “avoid the significant distraction and expense of a proxy contest.” The company is trying to spin off its consumer technology division in concert with an unspecified joint-venture partner, CEO Joe Kiani said earlier this year.

Koffey said earlier this week that Masimo had withheld information on the joint venture from the board — requiring that directors sign a nondisclosure agreement to learn the potential partner’s name. He threatened litigation unless the company provided him with that information by Friday.

The settlement offer would not have been possible without the imminent resignation of current director Rolf Classon, whose departure was announced citing “personal health reasons.”

Koffey waged a successful proxy fight at Masimo last year earning himself and another nominee representation on Masimo’s six-person board. The activist argued Masimo’s consumer technology acquisition was enabled by poor governance, a charge that large shareholders endorsed and that Koffey said has continued unabated through his tenure as a director.

Politan launched a second proxy fight to oust Kiani earlier this year, saying that the “absence of oversight has been damaging for shareholders.” The activist also noted that outside of Kiani, no board member had access to “basic facts,” even around research and development spending or sales and goods costs.

Masimo declined to comment. A representative for Politan did not immediately return a request for comment.