8-K

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): December 16, 2015

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MASIMO CORPORATION

(Exact name of registrant as specified in its charter)

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Delaware	001-33642	33-0368882
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

52 Discovery Irvine, California	92618
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (949) 297-7000

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.....Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 16, 2015, the Board of Directors (the “Board”) of Masimo Corporation (“Masimo”) appointed Mr. Thomas Harkin as a Class II director of Masimo. Mr. Harkin will serve as a member of the Audit Committee, the Compensation Committee and the Nominating, Compliance and Corporate Governance Committee of the Board.

Mr. Harkin, age 76, served as a United States Senator from Iowa from 1985 to January 2015. He retired from the U.S. Senate in January 2015. He served in the United States House of Representatives from 1975 to 1985. Mr. Harkin received a bachelor’s degree in government and economics from Iowa State University and a law degree from The Catholic University of America’s Columbus School of Law.

On December 16, 2015, in connection with his appointment to the Board, Mr. Harkin was granted restricted stock units with respect to 3,385 shares of Masimo’s common stock (the “RSUs”). The RSUs will vest on the one-year anniversary of the date of grant, subject to Mr. Harkin’s continued service with Masimo through the vesting date. As a non-employee director of Masimo, Mr. Harkin is also entitled to receive cash compensation in the amount of $50,000 per year for his service on the Board, $7,500 per year for his service on each Board committee, and 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 will also enter into an indemnity agreement with Mr. Harkin in the same form as its standard form of indemnity agreement with its other directors.

There are no family relationships between Mr. Harkin 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. Harkin has not engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.

On December 17, 2015, Masimo issued a press release announcing the appointment of Mr. Harkin to the Board. A copy of the press release is filed herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) The following item is filed as an exhibit to the Current Report on Form 8-K.

Exhibit  No.	Description
99.1	Press Release, dated December 17, 2015

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: December 17, 2015	By:	/s/ MARK P. DE RAAD
		Mark P. de Raad
		Executive Vice President & Chief Financial Officer
		(Principal Financial Officer)

EX-99.1

Exhibit 99.1

Retired U.S. Senator Tom Harkin Joins Masimo’s Board of Directors

Irvine, California - December 17, 2015 - Masimo (NASDAQ: MASI), a global innovator of noninvasive patient monitoring technologies, announced today that retired Senator Tom Harkin, former five-term U.S. Senator and former Chairman of the Senate Health, Education, Labor and Pension (HELP) Committee, has been elected to Masimo’s Board of Directors.

Senator Harkin retired from the U.S. Senate in January 2015. Senator Harkin was chairman of the Senate HELP Committee for eight years. In that role, he worked to ensure the health of our economy, guarantee access to quality education, and provide affordable, quality health care for all Americans. Senator Harkin crafted the prevention and wellness title of the country’s new health reform bill, the Patient Protection and Affordable Care Act. Senator Harkin’s signature legislation achievement was leading the effort and sponsorship of the Americans with Disabilities Act (ADA) signed into law in 1990 by President George H.W. Bush.He later created the Clinical Trials Network to measure the effectiveness of rehabilitation therapies for those living with paralysis, and drafted the Christopher and Dana Reeve Act, passed in 2009. Prior to his retirement, Senator Harkin worked closely with President Obama to lift restrictions on embryonic stem cell research.

“For years, Tom has worked tirelessly to ensure that everyone has access to affordable, quality health care and those who are in need are not forgotten. We are honored to welcome Tom to the Board,” said Joe Kiani, Chairman and CEO of Masimo. “We believe his integrity, extensive experience and insight into our complex health system, along with his dedication and passion to help those in need will be extremely valuable to Masimo.”

“I’ve been very impressed with Masimo’s innovations and contributions to healthcare,” said Harkin. “I got to know Joe through his advocacy work to improve competition in healthcare, align misaligned incentives that impede patient care and the Patient Safety Movement. He has been steadfast in his commitment to improve our healthcare system through innovation and advocacy. I look forward to working with him and the rest of the board to help Masimo with its mission to improve patient care and reduce cost of care.”

Senator Harkin was first elected to the U.S. House of Representatives in 1974, and 10 years later, he was elected to U.S. Senate. Senator Harkin was born in Cumming, Iowa, where he still resides with his wife Ruth. They have two daughters and three grandchildren.

@MasimoInnovates | #Masimo

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About Masimo

Masimo (NASDAQ: MASI) is the global leader in innovative noninvasive monitoring technologies. Our mission is to improve patient outcomes and reduce the cost of care by taking noninvasive monitoring to new sites and applications. In 1995, the company debuted Masimo SET^® Measure-through-Motion and Low-Perfusion^™ pulse oximetry, which has been shown in multiple studies to significantly reduce false alarms and accurately monitor for true alarms. The benefits of Masimo SET^® have been proven in more than 100 independent and objective studies and it is estimated to be used on more than 100 million patients in leading hospitals and other healthcare settings around the world. In 2005, Masimo introduced rainbow^® Pulse CO-Oximetry technology, allowing noninvasive and continuous monitoring of blood constituents that previously could only be measured invasively, including total hemoglobin (SpHb^®), oxygen content (SpOC^™), carboxyhemoglobin (SpCO^®), methemoglobin (SpMet^®), and Pleth Variability Index (PVI^®), in addition to SpO2, pulse rate, and perfusion index (PI). Additional information about Masimo and its products may be found at www.masimo.com.

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Media Contact: Irene Paigah

(858) 858-7001

irenap@masimo.com