SEC Info - Masimo Corp. - ‘8-K’ for 4/20/23

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Masimo Corp. – ‘8-K’ for 4/20/23

On: Thursday, 4/20/23, at 4:54pm ET · For: 4/20/23 · Accession #: 937556-23-50 · File #: 1-33642

  As Of               Filer                 Filing    For·On·As Docs:Size

 4/20/23  Masimo Corp.                      8-K:5,9     4/20/23   12:647K

Current Report — Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     42K 
 2: EX-3.1      Articles of Incorporation/Organization or Bylaws    HTML      7K 
 7: R1          Document and Entity Information Document            HTML     50K 
10: XML         IDEA XML File -- Filing Summary                      XML     12K 
 8: XML         XBRL Instance -- masi-20230420_htm                   XML     22K 
 9: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
 4: EX-101.DEF  XBRL Definitions -- masi-20230420_def                XML     17K 
 5: EX-101.LAB  XBRL Labels -- masi-20230420_lab                     XML     81K 
 6: EX-101.PRE  XBRL Presentations -- masi-20230420_pre              XML     43K 
 3: EX-101.SCH  XBRL Schema -- masi-20230420                         XSD     12K 
11: JSON        XBRL Instance as JSON Data -- MetaLinks               13±    21K 
12: ZIP         XBRL Zipped Folder -- 0000937556-23-000050-xbrl      Zip    191K

‘8-K’ — Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

iX: C: C:

masi-20230420

i 0000937556 i 12/31 i false00009375562023-04-202023-04-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________________

FORM i 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): i April 20, 2023

i MASIMO CORPORATION

(Exact name of registrant as specified in its charter)

________________________________________________

i DE

i 001-33642

i 33-0368882

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

i 52 Discovery

i Irvine,

i CA

i 92618

(Address of Principal Executive Offices)

(Zip Code)

i (949)

i 297-7000

Registrant’s telephone number, including area code:

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:
i ☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
i ☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

i Common Stock, $0.001 par value

i MASI

i The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

i ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐


Item 5.03.			Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 20, 2023, the Board of Directors (the “Board”) of Masimo Corporation, a Delaware corporation (the “Corporation”) approved and adopted an amendment to the Corporation’s Fifth Amended and Restated Bylaws (the “Amendment”), which extends the deadline for stockholders to give notice of their intention to nominate directors to stand for election and to submit stockholder proposals for consideration at the 2023 Annual Meeting of Stockholders, from 6:00 p.m. local time in Wilmington, Delaware on April 24, 2023 to 6:00 p.m. local time in Wilmington, Delaware on May 1, 2023. Any director nominations or proposals of other business received by the Corporation prior to 6:00 p.m. local time in Wilmington, Delaware on May 1, 2023, and otherwise complying with the Bylaws, may be brought before the Corporation’s 2023 Annual Meeting of Stockholders.

The foregoing description is a summary and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.


Item 9.01.			Financial Statements and Exhibits.


Exhibit No.			Description
3.1			Amendment to the Fifth Amended and Restated Bylaws of Masimo Corporation.
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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: April 20, 2023

By:

/s/ TOM MCCLENAHAN

Tom McClenahan

Executive Vice President, General Counsel & Corporate Secretary

Dates Referenced Herein and Documents Incorporated by Reference

This ‘8-K’ Filing	Date	Other Filings

	5/1/23	None on these Dates
	4/24/23
Filed on / For Period end:	4/20/23
		List all Filings

5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/07/24  Masimo Corp.                      10-Q        3/30/24  116:11M
 2/28/24  Masimo Corp.                      10-K       12/30/23  144:57M
11/08/23  Masimo Corp.                      10-Q        9/30/23  119:12M
 8/08/23  Masimo Corp.                      10-Q        7/01/23  118:12M
 5/10/23  Masimo Corp.                      10-Q        4/01/23  114:11M

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Filing Submission 0000937556-23-000050 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Masimo Corp. – ‘8-K’ for 4/20/23

On: Thursday, 4/20/23, at 4:54pm ET · For: 4/20/23 · Accession #: 937556-23-50 · File #: 1-33642

Current Report — Form 8-KFiling Table of Contents

‘8-K’ — Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

5 Subsequent Filings that Reference this Filing

Current Report — Form 8-K

Filing Table of Contents