Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 1, 2022, the Board of Directors (the "Board") of Masimo Corporation, a Delaware corporation (the "Corporation") approved and adopted amended and restated bylaws (the "Amended and Restated Bylaws") to provide that the period for stockholders to give notice of their intention to nominate directors to stand for election and to submit stockholder proposals for consideration at the 2023 annual meeting of stockholders will begin on March 24, 2023 and will remain open for one month, closing at 6:00 p.m. local time in Wilmington, Delaware on April 24, 2023.

The Board also effected the following clarifications and modifications to the Corporation's bylaws:

· Professional investors (such as hedge funds) are not impacted by the "Related


   Person" concept defined in the bylaws, which-consistent with the intent and
   express language of the bylaws-was designed to elicit relevant disclosures from
   nominating stockholders who are not investment professionals.

· The agreements, arrangements and understandings relating to a director


   nomination with respect to which "Covered Persons" (as defined in the bylaws)
   are required to provide disclosures include any agreement, arrangement or
   understanding with respect to the funding of a proxy solicitation or campaign.

· A nominating stockholder need only provide information about prior director


   nominations at other public companies to the extent any such nomination was
   formally submitted for consideration at a meeting of stockholders (i.e.,
   consistent with the original intent of the bylaw, no information is required
   with respect to investment ideas or proposals that were not formally noticed
   for a stockholder vote under any applicable advance notice bylaws).

· With respect to plans or proposals to make director nominations at other public


   companies, a nominating stockholder must state whether or not it has such plans
   or proposals at the time of delivery of a notice of nomination, and, if so,
   make a written representation whether or not any such other public company is a
   known competitor of the Corporation or a counterparty to material litigation
   (as identified in filings of the Corporation with the U.S. Securities and
   Exchange Commission).

· Information about family members of a nominating stockholder or director


   nominee who do not share a household need only be provided to the extent such
   nominating stockholder or director nominee has knowledge thereof.

· Any nominating stockholder that is a Holding Fund (as defined in the bylaws)


   must identify (1) any investor that holds a 5% or larger economic interest in
   the Holding Fund and (2) any investor in any "sidecar vehicle" or other special
   purpose entity formed principally to invest in securities of the Corporation.
   Information about such investors' interest in the Corporation, competitors, and
   litigation counterparties need only be provided to the extent known by the
   nominating stockholder or its director nominee.

The foregoing description is a summary and is qualified in its entirety by reference to the full text of the amended and restated Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein. For reference, a redlined copy of the Amended and Restated Bylaws highlighting the clarifications and modifications reflected therein is attached as Exhibit 3.2 hereto and is incorporated by reference herein.





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Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description

  3.1           Fourth Amended and Restated Bylaws adopted on December 1, 2022.

  3.2           Fourth Amended and Restated Bylaws adopted on December 1, 2022
              (Redlined Copy).

104           Cover Page Interactive Data File (formatted as Inline XBRL and contained
              in Exhibit 101)




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