MASIMO CORP 8-K

What Happened

• Masimo Corporation (MASI) filed an 8-K reporting that at a special meeting on May 1, 2026 stockholders approved the Agreement and Plan of Merger dated February 16, 2026 among Masimo, Danaher Corporation (Parent) and Mobius Merger Sub, Inc. Under the agreement, Merger Sub will merge into Masimo, with Masimo surviving as a wholly owned subsidiary of Danaher.

Key Details

• Record date: March 31, 2026; total outstanding shares: 52,362,808.
• Shares represented at the meeting (quorum): 37,012,777 shares (~70.68% of outstanding).
• Merger Agreement vote: For 36,981,681; Against 17,061; Abstentions 14,035.
• Advisory (non-binding) vote on merger-related executive compensation: For 34,561,175; Against 1,993,422; Abstentions 458,180.

Why It Matters

• The stockholder approval is a major procedural step toward completing the merger, which would make Masimo a wholly owned Danaher subsidiary if all closing conditions and regulatory approvals are met. The advisory approval of deal-related executive compensation indicates shareholder support for the transaction terms. The filing also highlights that closing remains subject to customary conditions and regulatory review and includes standard forward-looking risk disclosures.