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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): January 14, 2022
MASI-20220114_G1.JPG
MASIMO CORPORATION
(Exact name of registrant as specified in its charter)
________________________________________________
DE 001-33642 33-0368882
(State or other jurisdiction
of incorporation) 		(Commission
File Number) 		(IRS Employer
Identification No.)
52 Discovery Irvine, CA 92618
(Address of Principal Executive Offices) (Zip Code)
(949)
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:
☐ 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))
Securities Registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.001 par value MASI 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 ☐
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 5.02......Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 14, 2022, Masimo Corporation (“Masimo” or the “Company”) entered into the Second Amendment to the Company’s November 4, 2015 Amended and Restated Employment Agreement (the “Second Amendment”) with Joe Kiani, Masimo’s Chairman and Chief Executive Officer. The Second Amendment modified the Amended and Restated Employment Agreement entered into between Masimo and Mr. Kiani on November 4, 2015 (the “Initial Agreement”), as amended by the First Amendment to Amended and Restated Employment Agreement entered into between Masimo and Mr. Kiani on July 27, 2017 (the “First Amendment,” and the Initial Agreement, as amended by the First Amendment, the “Agreement”). The Agreement was amended following numerous meetings of the Compensation Committee of Masimo’s Board of Directors, including meetings with the Compensation Committee’s independent compensation consultant.
The Second Amendment provides that the 2.7 million restricted stock units granted to Mr. Kiani pursuant to the Initial Agreement will vest in full upon the termination of Mr. Kiani’s employment with the Company pursuant to Mr. Kiani’s death or disability.
The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to: (1) the Initial Agreement, which was filed as Exhibit 10.1 to Masimo’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 5, 2015; (2) the First Amendment, which was filed as Exhibit 10.1 to Masimo’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 2, 2017; and (3) the Second Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, each of which are incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) The following items are filed as exhibits to the Current Report on Form 8-K.
Exhibit
 No.
Description
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)



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: January 14, 2022 By:
/s/ MICAH YOUNG
Micah Young
Executive Vice President & Chief Financial Officer
(Principal Financial Officer)



SECOND AMENDMENT TO THE NOVEMBER 4, 2015
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT TO THE NOVEMBER 4, 2015 AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of January 14, 2022, by and between Masimo Corporation, a Delaware corporation (the “Company”), and Joe Kiani (the “Executive”).
RECITALS
A.The Executive is the founder of the Company and has been its Chairman of the Board and Chief Executive Officer (“CEO”) since its inception. The Board of Directors of the Company (the “Board”) recognizes that the Executive’s contributions as Chairman of the Board and CEO have been instrumental to the success of the Company. The Executive and the Company entered into an amended and restated employment agreement dated November 4, 2015, which agreement was amended pursuant to an amendment dated July 27, 2017 (as amended, the “Agreement”). The Board and the Executive desire to further amend the Agreement pursuant to the terms hereof to assure the Company of the Executive’s continued employment in an executive capacity and to compensate him therefor.
B.The Company considers the establishment and maintenance of a sound management to be essential to protecting and enhancing the best interests of the Company and its stockholders.
C.The Board has determined that appropriate steps should be taken to retain the Executive and to reinforce and encourage his continued attention and dedication to his assigned duties.
D.The Company desires to continue to retain the services of the Executive, and the Executive desires to continue to be employed by the Company pursuant to the terms and conditions of the Agreement, as amended by this Amendment.
NOW, THEREFORE, in consideration of the premises, the mutual promises and the mutual covenants and agreements hereinafter set forth, the Company and the Executive hereby agree that the Agreement is amended as follows:
1.The second sentence of Section 8.4(iii)(1) of the Agreement is deleted and replaced with the following:
Each RSU shall vest effective as of immediately prior to the earliest to occur of (A) the applicable Retention Vesting Date as provided in Section 8.4(iii)(3) below, (B) a Qualifying Termination during the Employment Period, (C) Executive’s death during the Employment Period and (D) the termination of Executive’s employment pursuant to Section 7.2 hereof (any such date or event in clause (A), (B), (C) or (D) above, the “Vesting Date”; provided that, in the case of clause (A) above, the “Vesting Date” shall apply only with respect to the RSUs


that are deemed vested as of an applicable Retention Vesting Date as provided in Section 8.4(iii)(3) below).
2.ENTIRE AGREEMENT; REFERENCES. Other than as specifically amended, the Agreement will remain in full force and effect, provided that any section references contained in the Agreement shall be updated as necessary to reflect the provisions of this Amendment. References to “this Agreement” in the Agreement shall refer to the Agreement, as amended by this Amendment.
3.INTERPRETATION. This Amendment shall in all respects be interpreted,     construed and governed by and in accordance with the laws of the State of California, without regard to conflicts of laws principles.

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IN WITNESS WHEREOF, the Company at the direction of the Compensation Committee of the Board has caused this Amendment to be executed as of the day and year first above written.


“Company”
MASIMO CORPORATION
By:
/s/ CRAIG REYNOLDS
Name: Craig Reynolds
Its: Chairperson of the Compensation Committee of the Board of Directors
“Executive”
/s/ JOE KIANI
Joe Kiani