UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 2, 2013
MASIMO CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-33642 | 33-0368882 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) | ||
| 40 Parker Irvine, California |
92618 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (949) 297-7000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
Masimo Corporation (the “Company”) held its Annual Meeting of Stockholders on October 2, 2013. At the meeting, a total of 54,398,145 shares, or 96.28%, of the Common Stock outstanding as of the record date, were represented in person or by proxy. At the meeting, the Company’s stockholders considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 28, 2013 (the “Proxy Statement”).
Set forth below is a brief description of each matter voted upon at the meeting and the voting results with respect to each matter.
Proposal No. 1: To elect the following nominees as Class III directors to serve until the Company’s 2016 annual meeting of stockholders.
| Broker | ||||||||||||||||
| Nominee |
For | Against | Abstentions | Non-votes | ||||||||||||
| Mr. Joe Kiani |
43,346,336 | 2,809,740 | 6,584 | 8,235,485 | ||||||||||||
| Mr. Jack Lasersohn |
34,425,948 | 11,729,423 | 7,289 | 8,235,485 | ||||||||||||
Proposal No. 2: To ratify the selection by the Audit Committee of the Board of Directors of Grant Thornton LLP as the Company’s independent auditors for the Company’s fiscal year ending December 28, 2013.
| For |
Against |
Abstentions | ||
| 54,153,282 |
234,412 | 10,451 |
Proposal No. 3: To approve by an advisory (nonbinding) vote the compensation of the Company’s named executive officers, as presented in the Proxy Statement.
| For |
Against |
Abstentions |
Broker Non-votes | |||
| 22,239,928 |
18,575,775 | 5,346,957 | 8,235,485 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Masimo Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MASIMO CORPORATION | ||||||
| Date: October 7, 2013 | By: | /S/ MARK P. DE RAAD | ||||
| Mark P. de Raad | ||||||
| Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | ||||||