MASIMO CORP FILES (8-K) Disclosing Change in Directors or Principal Officers
(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On April 3, 2014, the Board of Directors (the "Board") of Masimo Corporation
("Masimo") appointed Mr. Craig B. Reynolds as a Class III director of Masimo.
Mr. Reynolds will serve as a member of each of the Audit Committee and the
Compensation Committee of the Board.
Mr. Reynolds, age 65, has served as a director of Symmetry Medical Inc. (NYSE:
SMA) since January 4, 2008, and is currently Chairman of the Board of Symmetry
Medical Inc. Mr. Reynolds is currently Chief Executive Officer and a director of
Cereve, Inc., a medical company engaged in resolving insomnia issues. Prior to
joining Cereve, Mr. Reynolds served as chief operating officer of
Philips-Respironics Home Health Solutions, a subsidiary of Philips, from 2008 to
2010. Prior to Philips-Respironics, Mr. Reynolds was the chief operating officer
and a board member of Respironics, Inc. (NASDAQ: RESP), a company that develops,
manufactures and markets medical devices worldwide. The product lines of
Respironics, Inc. included sleep medicine therapeutics and diagnostic equipment,
intensive care ventilation, patient monitoring and respiratory drug delivery
systems. Mr. Reynolds was with Respironics, Inc. since 1998. From 1993 to 1998,
Mr. Reynolds was with Healthdyne Technologies, Inc. (NASDAQ: HDTC), a medical
device company, serving for five years as chief executive officer and director.
From 1981 through 1992, Mr. Reynolds was with Healthdyne, Inc. (NASDAQ: HDYN) in
the positions of Executive VP (1981 to 1983), president of Healthdyne
Cardiovascular Division (1984 to 1985) and president of Healthdyne Homecare
Division (1986 to 1992). Mr. Reynolds earned his B.S. in industrial management
from the Georgia Institute of Technology and his M.B.A. from Georgia State
On April 3, 2014, in connection with his appointment to the Board and pursuant
to Masimo's policy with respect to granting stock options to new non-employee
directors, as disclosed under "Non-Employee Director Compensation" in Masimo's
Definitive Proxy Statement for its 2013 Annual Meeting of Stockholders on
Schedule 14A, filed with the Securities and Exchange Commission on August 28,
2013, the Board approved the grant to Mr. Reynolds of a option to purchase
100,000 shares of Masimo's common stock. The option grant will be effective as
of the first trading day on which Masimo's trading window is open following the
announcement of Masimo's financial results for the quarter ended March 29, 2014.
The option will have an exercise price equal to the closing price of one share
of Masimo's common stock on the grant date. In accordance with Masimo's
non-employee director compensation policy, the option will vest at a rate of 20%
per year on each anniversary of the grant date, subject to Mr. Reynolds'
continued service with Masimo through the vesting date. As a non-employee
director of Masimo, Mr. Reynolds is also entitled to reimbursement for his
reasonable expenses incurred in connection with attending meetings of the Board
and committees thereof and performing his functions and duties as a director.
Masimo also entered into an indemnity agreement with Mr. Reynolds in the same
form as its standard form of indemnity agreement with its other directors.
There are no family relationships between Mr. Reynolds and any director or
executive officer of Masimo and he was not selected by the Board to serve as a
director pursuant to any arrangement or understanding with any person. Mr.
Reynolds has not engaged in any transaction that would be reportable as a
related party transaction under Item 404(a) of Regulation S-K.
On April 4, 2014, Masimo issued a press release announcing the appointment of
Mr. Reynolds to the Board. A copy of the press release is filed herewith as
Item 9.01 Financial Statements and Exhibits
(d) The following items are filed as exhibits to this Current Report on Form
99.1 Press Release dated April 4, 2014, announcing the appointment of Mr.
Craig B. Reynolds as a Class III director of Masimo Corporation
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