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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________________
FORM 8-K
________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 29, 2020
MASIMOLOGOQ22020.JPG
MASIMO CORPORATION
(Exact name of registrant as specified in its charter)
________________________________________________
DE
 
001-33642
 
33-0368882
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
52 Discovery
 
Irvine
,
CA
 
 
 
 
92618
(Address of Principal Executive Offices)
 
 
 
 
(Zip Code)
 
 
 
 
 
 
(949)
297-7000
 
 
 
Registrant’s telephone number, including area code:
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities Registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, $0.001 par value
 
MASI
 
The Nasdaq Stock Market LLC
 
 
 
 
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 





Item 5.02....Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth below under Item 5.07 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.02.

Item 5.07
Submission of Matters to a Vote of Security Holders.
Masimo Corporation (the “Company”) held its 2020 Annual Meeting of Stockholders on May 29, 2020 (the “Meeting”). At the Meeting, a total of 50,083,616 shares, or approximately 92.6% of the Company’s common stock issued and outstanding as of the record date, were represented in person or by proxy. At the Meeting, the Company’s stockholders considered five proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 16, 2020. Set forth below is a brief description of each matter voted upon at the Meeting and the voting results with respect to each matter.
Proposal No. 1: To elect the following nominees as Class I directors to serve until the Company’s 2023 Annual Meeting of Stockholders.
Nominee
For
Against
Abstentions
Broker Non-Votes
Dr. Julie A. Shimer
45,607,375
960,941
96,838
3,418,462
Mr. H Michael Cohen
44,892,437
1,674,361
98,356
3,418,462
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 January 2, 2021.
For
Against
Abstentions
49,524,926
486,070
72,620
Proposal No. 3: To provide an advisory vote to approve the compensation of our named executive officers.
For
Against
Abstentions
Broker Non-Votes
40,638,880
5,737,356
288,918
3,418,462
Proposal No. 4: To approve an amendment to our 2017 Equity Incentive Plan.
For
Against
Abstentions
Broker Non-Votes
30,246,705
16,217,530
200,919
3,418,462
Proposal No. 5: To approve an amendment to our Executive Bonus Incentive Plan.
For
Against
Abstentions
Broker Non-Votes
46,312,117
248,060
104,977
3,418,462





Item 9.01.
Financial Statements and Exhibits.
(d) The following items are filed as exhibits to the Current Report on Form 8-K.
Exhibit
 No.
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Masimo Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
 
 
MASIMO CORPORATION
 
 
 
 
 
 
Date: May 29, 2020
 
 
 
By:
 
/s/ MICAH YOUNG
 
 
 
 
 
 
Micah Young
 
 
 
 
 
 
Executive Vice President & Chief Financial Officer
 
 
 
 
 
 
(Principal Financial Officer)



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