masi-20250130

001-33642

33-0368882

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

52 Discovery

Irvine,

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 30, 2025, Robert Chapek notified the Board of Directors (the “Board”) of Masimo Corporation (“Masimo”) of his irrevocable resignation from the Board and all committees thereof, effective as of the date of the 2025 annual meeting of Masimo, which date the Board has not determined at this time. His resignation was not due to any disagreement with Masimo on any matter relating to Masimo’s operations, policies, or practices. Mr. Chapek has served on the Board since January 2024.

In addition to being a member of the Board, Mr. Chapek currently serves as a member of the Audit Committee of the Board. Mr. Chapek will continue to serve as a member of the Audit Committee and the Board until his resignation is effective.


Exhibit No.			Description
99.1			Letter of Resignation of Robert Chapek
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 31, 2025

By:

/s/ MICAH YOUNG

Micah Young

Executive Vice President & Chief Financial Officer

(Principal Financial Officer)


Item 9.01.			Financial Statements and Exhibits.