Masimo Corporation (MASI)
NASDAQ: MASI · Real-Time Price · USD
178.31
-0.19 (-0.11%)
May 8, 2026, 4:00 PM EDT - Market closed
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EGM 2026

May 1, 2026

Hello, everyone, and welcome to the special meeting of stockholders of Masimo Corporation. I am Catherine Szyman, otherwise known as Katie Zyman, Chief Executive Officer of Masimo. I am officially calling this meeting to order. Please note that this meeting is being recorded and will be available for replay on the meeting website for one week. No one attending via the live webcast or telephone is permitted to use any recording device. The company has appointed Cynthia Skoglund from American Election Services to act as Inspector of Election. Ms. Skoglund is with us today and has taken the oath of Inspector of Election. That oath will be filed with the minutes of this meeting. As a reminder, stockholders attending the virtual meeting can vote their shares online from now through the closing of the polls by logging into the meeting website as a stockholder and voting where indicated. If you have previously voted by proxy and do not wish to change your vote, no further action is required. Before moving to the business of the meeting, I would like to make a few brief remarks. First, I want to express my gratitude to our shareholders for their support throughout my tenure as CEO. While it was shorter than I hoped, I believe we accomplished a great deal. From developing and executing a strategy focused on our core healthcare business, to expanding our stellar leadership team and to delivering on, and in the case of earnings, exceeding our targets for 2025. This strong momentum was a result of the entire team's hard work and resulted in a transaction that I believe will benefit our stakeholders for years to come. I'd like to thank our entire team of Masimo employees around the world for all you have done for Masimo and for our patients. I am excited that Masimo will be able to take advantage of the size and scale of Danaher to fulfill our mission to deliver Masimo innovations to transform patient care. I'm also happy that Masimo will remain an independent operating company within Danaher's diagnostics sector, and that our incredible employees will have excellent career opportunities expanding across Danaher far beyond Masimo alone. This is truly a great outcome for all Masimo stakeholders, and we believe the best is yet to come. We will now begin the formal business of the meeting. We refer investors to the proxy materials provided. No questions will be accepted during the meeting. This meeting is held pursuant to the notice of special meeting that we mailed to all stockholders of record as of the close of business on March 31, 2026, the record date for determining the stockholders entitled to vote at this meeting. The proxy solicitor has an affidavit attesting to the fact that the mailing of the company's special meeting proxy statement, which includes the notice of special meeting and the proxy card, commenced on April 1, 2026. This affidavit will be filed with the minutes of the meeting. The stockholder list shows that as of the record date, there were 52,362,808 shares of common stock outstanding and entitled to vote at this meeting. The stockholder list is available for examination during the meeting. We are informed by the Inspector of Election that a quorum is present for purposes of transacting business. Because we have a quorum, I declare this meeting to be duly convened. Anyone who has not completed voting and wishes to do so, please do so at this time. The polls are now open. The polls will close shortly following the presentation of the proposals to be voted on. We will now proceed to the proposals to be voted on. We are asking stockholders to approve two proposals today. The first is the merger agreement proposal to adopt the merger agreement by and among Masimo Corporation, Danaher Corporation, and Mobius Merger Sub, Inc., a wholly owned subsidiary of Danaher, pursuant to which Merger Sub will be merged with and into Masimo, with Masimo continuing as a surviving corporation and a wholly owned subsidiary of Danaher. The second is the compensation proposal to approve on a non-binding advisory basis the compensation that may be paid or become payable to Masimo's named executive officers as it relates to the merger. Thank you. That concludes our presentation of the proposals before us at the special meeting. I hereby declare the polls closed. Based on the preliminary report of the Inspector of Election, each of the proposals presented to the stockholders at this meeting has passed. We will report the final vote results in a current report on Form 8-K to be filed within 4 business days of this meeting. I have requested that a final report and certificate of the Inspector of Election be filed with the minutes of this meeting. There being no further business to come before the meeting, the special meeting is now adjourned. I want to thank you for attending today's meeting and for the support you have shown for Masimo and for our patients. The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.