Masimo seeks to avoid proxy fight with Politan, offers settlement

Koffey said earlier this week that Masimo withheld information about the joint venture from the board – requiring directors to sign a non-disclosure agreement to learn the name of the potential partner. He threatened legal action 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 for “personal health reasons”.

Koffey led a successful proxy fight at Masimo last year, winning along with another candidate representation on Masimo’s six-person board of directors. The activist argued that Masimo’s acquisition of consumer technology was enabled by poor governance, a charge that large shareholders bought into and which Koffey said continued unabated throughout his mandate as director.

Politan launched a second proxy battle to oust Kiani earlier this year, saying the “lack of oversight has been detrimental to shareholders.” The activist also noted that aside from Kiani, no board member had access to “basic facts,” even regarding research and development spending or sales and merchandise costs.

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