Masimo Corp has 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 move comes as the medical devices company is engaged in a fierce court fight with 9% shareholder Politan and California State Teachers’ Retirement System (CalSTRS) over the rights plan and executive pay.
In a press release Thursday, Masimo said it will expand its board size from five to seven members, and that the board has elected Michael Cohen as its lead independent director.
Declassification of the board, which will require shareholder approval, will begin with the directors up for election at the 2024 annual meeting, with the board becoming fully declassified in 2026, the company said.
“We recently visited several of our large stockholders and had good discussions with them,” said Joe Kiani, Masimo founder, chair, and CEO said in the statement. “Based on their feedback, as well as feedback we previously received from other stockholders, the board has decided to make a number of changes.”
At the 2022 annual meeting around 53% of voting shareholders voted against the company’s executive pay structure, according to Insightia’s Voting module.
It marks the second significant effort by the company to appease shareholders.
In February the company reverted its bylaws back to where they were in October 2019, abandoning the amendments made last year after Politan took an activist stake. These would have forced investors seeking board seats to reveal information about their backers.
That move came after Politan in December landed a court win on the matter.