AGM 2020

May 29, 2020

Hello, and welcome to the Annual Meeting of Stockholders of Masimo Corporation. Please note that today's meeting is being recorded. During the meeting, we'll have a question and answer session. You can submit questions or comments at any time by clicking on the message icon. It is now my pleasure to turn today's meeting over to Joe Kiani, CEO and Chairman of the Board of Directors of Masimo Corporation. Mr. Kiani, the floor is yours. Thank you so much. Good afternoon, ladies and gentlemen. Welcome to the 2020 Annual Meeting of Stockholders of Masimo Corporation. I am Joe Kiani, CEO and Chairman of the Board of Directors. I'm pleased to conduct our annual meeting virtually via the Internet. At this time, I call the meeting to order. The company's Board of Directors has appointed me to act as Chairman of this meeting. Micah Young, Executive Vice President and CFO of the company will act as Secretary of this meeting. I would also like to introduce Sarah Stark and David Kobal with Grant Thornton, our independent registered public accounting firm. During the question and answer period at the end of today's session, Mr. Koval and Ms. Stark will be available to answer any appropriate questions you may have concerning the independent audit. The Board of Directors has appointed Heather Obi, a representative of Computershare Inc, the company's transfer agent and registrar to act as Inspector of Election for the meeting. Ms. Obi has previously taken her oath as Inspector of Election. We will file the executed oath with the records of this meeting. Many stockholders have already submitted their proxies. All proxies will be voted as marked by the stockholders signing them. If you have voted by proxy, you do not need to take any further action. If you wish to vote during this meeting, please log in to the web portal as a stockholder by entering the 15 digit control number you received with your proxy materials and clicking on the Cast Your Boat button on your screen. The Secretary will now review the agenda, rules of conduct and procedures for today's meeting and present the affidavit of mailing of the notice of availability of proxy materials. Thank you, Joe. Upon logging into the meeting, you are presented with an agenda and the rules of conduct and procedures for the annual meeting. To conduct an orderly meeting, we ask that participants abide by these rules. As stated in the rules of conduct, only validated stockholders may ask questions in the designated field on the web portal. Should you desire to ask a question, please submit your question in the designated field on the web portal. We will try to answer appropriate questions on any matters in the agenda to be voted on by the stockholders during the meeting before voting is closed. After the formal meeting has been adjourned, we will attempt to answer as many questions as time allows, but only questions that are relevant to the meeting or the business of the company will be addressed. As stated in the rules of conduct, we ask that you restrict your questions to the agenda items that are before us. Thank you for your cooperation with these rules. There are 5 items of business on today's agenda: the election of Class 1 Directors the vote on the ratification of the selection of the company's independent registered public accounting firm the advisory vote on the compensation of the company's named executive officers as presented in the company's proxy statement for this meeting the approval of an amendment to the company's 2017 Equity Incentive Plan and the approval of an amendment to the company's Executive Bonus Incentive Plan. Each of these items is described in the proxy statement accompanying the notice for this meeting, which was mailed to stockholders on or about April 20, 2020. The Board of Directors set March 30, 2020 as the date of record for the stockholders' meeting. We have at this meeting a record of stockholders as of that date. A duplicate record has been on file at the principal place of business of the company for the last 10 days and has been available for inspection by any stock quarter during normal business hours during that period. Mr. Chairman, I present the affidavit of mailing of Ms. Obi of Computershare, which states that the notice of availability of proxy materials were mailed on or about April 20, 2020 to stockholders of record as of the close of business on March 30, 2020. The record date for stockholders entitled to notice of this meeting, which is in accordance with the bylaws of the company. Thank you, Micah. That's for secretary. I direct that the affidavit of mailing be made part of the minutes of the meeting. Our first order of business at this meeting is to determine whether the shares represented at the meeting are sufficient to constitute a quorum for the purpose of transacting business. Micah, do you have a report? Yes. I've been advised by the Inspector of Election that approximately 93% of the company's issued and outstanding shares entitled to vote at this meeting is represented at today's meeting, which is sufficient to constitute a quorum for the purpose of transacting business at this meeting. Thank you, Micah. The report of the secretary on the existence of a quorum is accepted. Since the majority of the company's shares is represented here today, I declare that a quorum is present and the meeting is duly constituted. We may now proceed to transact the business for which this meeting has been called. The next order of business is a description of matters properly brought before this meeting. Proposal 1, election of directors. The first proposal is for the election of 2 directors. The 2 directors shall be elected at today's meeting, each to serve as a Class 1 Director until the 2023 Annual Meeting of Stockholders and until his or her respective successor is duly elected and has qualified. The affirmative vote of at least a majority of the shares of common stock entitled to vote and represented at this meeting is required to elect each nominee for Director. As indicated in the company's proxy statement, the Board of Directors has nominated and recommends a vote for Michael Cohen and Julie Scheimer, current directors of the company. The company's bylaws require that a stockholder provide advanced notice to the company of a stockholder's intent to nominate the persons as directors. No such notice was received. Accordingly, I declare the nomination for directors closed. Voting will commence after all proposals have been presented. We will now move to proposal 2, ratification of selection of independent registered public accounting firm. The next matter being submitted to stockholders for action is the ratification of the selection by the Audit Committee of the Board of Grant Thornton LLP as the company's independent registered public accounting firm for the fiscal year ending January 2, 2021. The affirmative vote of at least a majority of the shares of common stock entitled to vote and represented at this meeting is required to ratify the selection of Grant Thornton as our independent registered public accounting firm. We will now move to proposal 3, say on pay. The 3rd matter being submitted to stockholders for action is to vote on a net advisory basis on the compensation of our named executive officers as presented in the proxy statement accompanying the notice for this meeting. The affirmative vote of at least a majority of the shares of common stock entitled to vote and represented at this meeting is required to approve this proposal. We will now move to proposal 4, to approve an amendment to the company's 2017 Equity Incentive Plan. The 4th matter being submitted to stockholders for action is the vote to approve an amendment to the 2017 Equity Incentive Plan as presented in the proxy statement accompanying the notice to this meeting. The affirmative vote of at least the majority of the shares of common stock entitled to vote and represented at this meeting is required to approve this proposal. We will now move on to Proposal 5 to approve an amendment to the company's executive bonus incentive plan. The 5th matter being submitted to stockholders for action is a vote to approve an amendment to Masimo Corporation Executive Bonus Incentive Plan as presented in the proxy statement accompanying the notice to this meeting. The affirmative vote of at least a majority of the shares of common stock entitled to vote and represented at this meeting is required to approve this proposal. The company did not receive any stockholder proposals for this year's annual meeting because no further business is scheduled to come before the stockholders, we will move on to voting. I declare the polls for each matter to be voted on at this meeting open at 2:10 p. M. Today and direct that a vote of the stockholders be taken on the matters previously presented. Each holder of common stock is entitled to 1 vote for each share of common stock held on record at the close of business on March 30, 2020. Voting is by proxy and electronic ballot. Ballots are now available electronically for each stockholder and proxy holder entitled to vote at this meeting. Any stockholder who has previously given his or her proxy need not vote unless he or she decides to revoke the proxy and vote by electronic ballot at this meeting. If you wish to vote now, whether or not you already submitted a proxy, then you may vote using the web portal. No ballot or proxies or revocations or changes of proxies will be accepted after the polls are closed. I declare the polls for each matter voted upon at this meeting closed at 2:12 p. M. Today and direct the Inspector of Election to collect and tabulate the ballots. Will the secretary please report the preliminary results of the voting? Yes. Although all the numbers on the share vote are not in, I can provide the following preliminary results from the Inspector of Elections. I've been advised by the Inspector of Election that a majority of the shares represented at the meeting have voted in favor of the election of H. Michael Cohen and Julie Schimer. Accordingly, Mr. Cohen and Doctor. Schimer have been elected as Class 1 Directors of the company to serve for the term expiring on the date of the company's 2023 annual meeting and until their successors have been duly elected and qualified. I've been further advised by the Inspector of Election that a majority of the shares represented at the meeting have voted in favor of the ratification of the selection of Grant Thornton to act as the company's independent registered public accounting firm. Accordingly, the ratification of the selection of Grant Thornton as the company's independent registered public accounting firm for the fiscal year ending January 2, 2021 has been approved. I've been further advised by the Inspector of Election that a majority of the shares represented have voted for the compensation of our named executive officers as presented in the proxy statement accompanying the notice for this meeting. Therefore, this proposal has passed. I've been further advised by the Inspector of Election that a majority of the shares represented have voted for the amendment to the company's 2017 Equity Incentive Plan as presented in the proxy statement accompanying the notice for this meeting. Therefore, this proposal has passed. I've been further advised by the Inspector of Election that a majority of the shares represented have voted for the amendment to the company's executive bonus incentive plan as presented in the proxy statement accompanying the notice for this meeting. Therefore, this proposal has passed. The Inspector of Election has indicated that she will furnish me with a written report of the final vote count with respect to the matters voted on today. A final tally of the votes will be published in the current report on Form 8 ks filed with the Securities and Exchange Commission on or before Thursday, June 4, 2020. Thank you, Micah. Please include the Inspector of Elections written report of the final vote count in the minutes of today's meeting. There being no further business to come before the meeting, the 2020 Annual Meeting of Stockholders of Masimo Corporation is now adjourned. Thank you all for attending today's meeting and for your continued support of Masimo.