SEC Comment Letter 0000000000-23-004985 to MASIMO CORP (MASI)
MASIMO CORP
Date: May 11, 2023 · CIK: 0000937556 · Accession: 0000000000-23-004985
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-33642
Letter
United States securities and exchange commission logo May 11, 2023 Quentin Koffey Managing Partner and Chief Investment Officer Politan Capital Management LP 106 West 56th Street, 10th Floor New York, New York 10019 Re:Masimo Corporation DFAN14A filed May 2, 2023 Filed by Politan Capital Management et al. File No. 001-33642 Dear Quentin Koffey: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Defined terms used here have the same meaning as in your proxy statement. DFAN14A filed May 2, 2023 Press Release dated May 2, 2023, page 1 1.Avoid making statements that directly or indirectly impugn the character, integrity or personal reputation or make charges of illegal, improper or immoral conduct without factual foundation. See Rule 14a-9. In future filings, avoid statements like the following without appropriate factual foundation: "[t]he Board has enacted widely criticized and illegal bylaws" (emphasis added). Website (www.AdvanceMasimo.com), page 1 2.Your website asserts that Masimo "refused to comply with its 2015 governance agreement to expand the Board to seven directors." Please revise to provide a factual foundation for this assertion.
FirstName LastNameQuentin Koffey Comapany NamePolitan Capital Management LP May 11, 2023 Page 2 FirstName LastName Quentin Koffey Politan Capital Management LP May 11, 2023 Page 2 3.Refer to comment 1 above. We note your assertion that "Mr. Kiani’s illegal employment agreement means Masimo’s Board is permanently staggered" (emphasis added). Please revise or advise. We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Blake Grady at (202) 551-8573 at Christina Chalk at (202) 551-3263. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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United States securities and exchange commission logo
May 11, 2023
Quentin Koffey
Managing Partner and Chief Investment Officer
Politan Capital Management LP
106 West 56th Street, 10th Floor
New York, New York 10019
Re:Masimo Corporation
DFAN14A filed May 2, 2023
Filed by Politan Capital Management et al.
File No. 001-33642
Dear Quentin Koffey:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. Defined terms used here have the same meaning as in your proxy statement.
DFAN14A filed May 2, 2023
Press Release dated May 2, 2023, page 1
1.Avoid making statements that directly or indirectly impugn the character, integrity or
personal reputation or make charges of illegal, improper or immoral conduct without
factual foundation. See Rule 14a-9. In future filings, avoid statements like the following
without appropriate factual foundation: "[t]he Board has enacted widely criticized and
illegal bylaws" (emphasis added).
Website (www.AdvanceMasimo.com), page 1
2.Your website asserts that Masimo "refused to comply with its 2015 governance agreement
to expand the Board to seven directors." Please revise to provide a factual foundation for
this assertion.
FirstName LastNameQuentin Koffey
Comapany NamePolitan Capital Management LP
May 11, 2023 Page 2
FirstName LastName
Quentin Koffey
Politan Capital Management LP
May 11, 2023
Page 2
3.Refer to comment 1 above. We note your assertion that "Mr. Kiani’s illegal employment
agreement means Masimo’s Board is permanently staggered" (emphasis added). Please
revise or advise.
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Blake Grady at (202) 551-8573 at Christina Chalk at (202)
551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions