Politan Capital Management has nominated two candidates for the board of Masimo, reigniting a proxy fight that had been stalled by poison pills and legal wrangling.
In a preliminary proxy statement, the 9% shareholder nominated Michelle Brennan, a former senior executive at Johnson & Johnson, and Politan’s own managing partner Quentin Koffey.
“We believe independent oversight is needed on the board in order to fix the lack of confidence in Masimo’s governance that has led to a persistent valuation discount of over $4 billion,” Koffey stated in the filing. The annual meeting is currently scheduled for June 26.
Politan disclosed its stake in Masimo in August 2022, following a 50% fall in the medical devices company’s share price. But the campaign was quickly thwarted by the company’s adoption of a poison pill rights plan and stricter director nomination requirements.
Many of those restrictions were dropped following legal action by Politan and fellow shareholder California State Teachers’ Retirement System (CalSTRS). Indeed, in March the company unilaterally announced a series of changes to its governance policies, including termination of its poison pill, a proposal to expand and declassify its board and an adjustment to executive pay.
The steps, however, do not appear to have helped the relationship with Politan.
“Following the company’s March 23rd announcement that it would adopt some long overdue governance changes, we again attempted to work constructively with the company, only to find the same utter lack of interest in engagement,” Koffey stated.
Masimo’s stock closed at $183 per share Tuesday, down 3%. The stock has gained roughly 20% in value since Politan disclosed it stake in August 2022.