Current Report · Items 5.07, 7.01, 9.01 · 8-K
Masimo Corporation
Submission of Matters to a Vote of Security Holders · Regulation FD Disclosure
Item 5.07 Submission of Matters to a Vote of Security Holders. On May 1, 2026, Masimo Corporation, a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated as of February 16, 2026 (the “Merger Agreement”), by and among the Company, Danaher Corporation, a Delaware corporati…
Filed May 4, 2026Accepted May 4, 2026, 9:00 AM EDTCIK 937556Accession 0001104659-26-054512
Company context
Masimo (Nasdaq: MASI) is a global medical technology company that develops and produces a wide array of industry-leading monitoring technologies, including innovative measurements, sensors, patient monitors, and automation and connectivity solutions. Our mission is to improve life, improve patient outcomes, reduce the cost of care, and take noninvasive monitoring to new sites and applications. Masimo SET® Measure-through Motion and Low Perfusion™ pulse oximetry, introduced in 1995, has been shown to outperform other pulse oximetry technologies in over 100 independent and objective studies, which can be found at www.masimo.com/evidence/featured-studies/feature. Masimo SET® is estimated to be used on more than 200 million patients around the world each year and is the primary pulse oximetry at all 10 top U.S. hospitals as ranked in the 2025 Newsweek World’s Best Hospitals listing. Additional information about Masimo and its products may be found at www.masimo.com.
Historical securities (1)
Disclosure sections
Items 5.07, 7.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 1, 2026, Masimo Corporation, a Delaware
corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”)
to consider certain proposals related to the Agreement and Plan of Merger, dated as of February 16, 2026 (the “Merger Agreement”),
by and among the Company, Danaher Corporation, a Delaware corporation (“Parent”), and Mobius Merger Sub, Inc., a Delaware
corporation and wholly owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides that, among other things
and on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”),
with the Company surviving the Merger as a wholly owned subsidiary of Parent.
As of the close of business on March 31, 2026,
the record date for the Special Meeting (the “Record Date”), there were a total of 52,362,808 shares of common stock,
par value $0.001 per share, of the Company (“Company Common Stock”) issued and outstanding, each of which was entitled
to one vote for each proposal at the Special Meeting. At the Special Meeting, a total of 37,012,777 shares of Company Common Stock, or
approximately 70.68% of the Company Common Stock issued and outstanding as of the Record Date,
were represented in person or by proxy, which constituted a quorum for the Special Meeting.
At the Special
Meeting, the Company’s stockholders voted on the following proposals and cast their votes as described below. For more information
on each of these proposals, see the definitive proxy statement filed by the Company with the U.S. Securities and Exchange Commission (the
“ SEC ”) on April 1, 2026.
Proposal
No. 1: To adopt the Merger Agreement (the “Merger Agreement Proposal”). The
Merger Agreement Proposal was approved by the votes indicated below:
For Against Abstentions
────────────────────────────────────────────
36,981,681 17,061 14,035
Proposal
No. 2: To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the named executive
officers of the Company that is based on or otherwise relates to the Merger (the “Compensation Proposal”). The
Compensation Proposal was approved by the votes indicated below:
For Against Abstentions
──────────────────────────────────────────────
34,561,175 1,993,422 458,180
No other matters were considered and voted on by the Company’s
stockholders at the Special Meeting.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure
On May 4, 2026, the Company issued a press release announcing the results
of the Special Meeting. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
In accordance with General Instructions B.2 of Form 8-K, the information
in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of
the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration
statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference
in such filing.
Filed exhibits (1)
EX-99.1 (by filename) tm2612557d3_ex99-1.htmEX-99.1
2
tm2612557d3_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Masimo Shareholders Approve Acquisition by Danaher
IRVINE, Calif. - May 4, 2026 - Masimo Corporation (Nasdaq:
MASI) (“Masimo”), a leading global innovator in patient monitoring, today announced that its stockholders voted in favor of
the proposal to adopt the previously announced Agreement and Plan of Merger, dated February 16, 2026 (the “Merger Agreement”),
by and among Masimo, Danaher Corporation (“Danaher”) (NYSE: DHR) and Mobius Merger Sub, Inc. (the “Merger Sub”)
at Masimo’s special meeting of stockholders held virtually on May 1, 2026. (the “Special Meeting”).
Katie Szyman, Chief Executive Officer of Masimo, stated: “We
thank our shareholders for their strong support of this important milestone for Masimo. The Merger delivers compelling value and positions
Masimo for continued global growth as an independent operating company within Danaher’s Diagnostics segment. We look forward to
completing this process and, together with Danaher, continuing our mission of developing innovative technologies that empower clinicians
to transform patient care.”
Under the terms of the Merger Agreement, at the effective time of t…
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