Masimo Corporation | Govern by Majority Vote at Masimo Corporation

Status
Omitted
Previous AGM date
Resolution details
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Filer type
Shareholder
Company HQ country
United States
Resolved clause
Shareholders request that the Board ofDirectors take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be replaced by a requirement for a majority ofthe votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. This means the closest standard to a majority ofthe votes cast for and against such proposals consistent with applicable laws. This proposal includes that Masimo shall state in its governing documents that it shall not have any super-majority voting standards, which includes default super-majority voting standards, upon adoption ofthis proposal. Shareholders are willing to pay a premium for shares ofcompanies that have excellent corporate governance. The supermajority voting requirements, like those of Masimo, have been found to be one of6 entrenching mechanisms that are negatively related to company performance according to "What Matters in Corporate Governance" by Lucien Bebchuk, Alma Cohen and Allen Ferrell ofthe Harvard Law School. Supermajority requirements can be used to block proposals supported by most shareowners but opposed by management. This proposal topic won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy and Macy's. These votes would have been higher than 74% to 88% ifmore shareholders had access to independent proxy voting advice. This proposal topic received 98% support each in 2024 at annual meetings of Domino's Pizza, FMC Corporation, ConocoPhillips, Masco Corporation and Power Integrations.

DISCLAIMER: By including a shareholder resolution or management proposal in this database, neither the PRI nor the sponsor of the resolution or proposal is seeking authority to act as proxy for any shareholder; shareholders should vote their proxies in accordance with their own policies and requirements.

Any voting recommendations set forth in the descriptions of the resolutions and management proposals included in this database are made by the sponsors of those resolutions and proposals, and do not represent the views of the PRI.

Information on the shareholder resolutions, management proposals and votes in this database have been obtained from sources that are believed to be reliable, but the PRI does not represent that it is accurate, complete, or up-to-date, including information relating to resolutions and management proposals, other signatories’ vote pre-declarations (including voting rationales), or the current status of a resolution or proposal. You should consult companies’ proxy statements for complete information on all matters to be voted on at a meeting.