Vazquez v. Masimo Corporation et al

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23-cv-1546-DEB
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF CALIFORNIA
SERGIO VAZQUEZ,
Plaintiff,
v.
MASIMO CORP., et al.
Defendants.
Case No.: 23-cv-1546-DEB
ORDER GRANTING JOINT
MOTION FOR PRELIMINARY
APPROVAL OF CLASS ACTION
SETTLEMENT
[DKT. NOS. 86, 97]
Lead Plaintiffs Boston Retirement System, Central Pennsylvania Teamsters
Pension Fund – Defined Benefit Plan, and Central Pennsylvania Teamsters Pension
Fund – Retirement Income Plan (collectively, “Lead Plaintiffs”), on behalf of
themselves and the other members of the Settlement Class (defined below), on the one
hand, 	and 	Masimo 	Corporation 	(“Masimo” 	or 	the 	“Company”), 	Micah 	Young
(“Young”), 	Bilal 	Muhsin 	(“Muhsin”), 	and 	Eli 	Kammerman 	(“Kammerman”)
(collectively, “Settling Defendants” and, together with Lead Plaintiffs, the “Settling
Parties”), entered into a Stipulation and Agreement of Settlement, dated August 14,
2025 (the “Stipulation”), which is subject to review under Rule 23 of the Federal Rules
of Civil Procedure. Dkt. No. 86-2; see also Dkt. No. 97-2.
Together with the exhibits thereto, the Stipulation sets forth the terms and
conditions of the proposed settlement of the Action and the claims alleged in Lead
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Plaintiffs’ First Amended Complaint for Violations of the Federal Securities Laws
(“Complaint”), filed on February 12, 2024, on the merits and with prejudice (the
“Settlement”). Dkt. No. 28 (First Am. Compl.). The Settling Parties to the Stipulation
have consented to the entry of this order, and all capitalized terms used in this order
that are not otherwise defined herein have the meanings defined in the Stipulation.
On January 26, 2026, Lead Plaintiffs refiled an unopposed motion seeking
preliminary approval of the proposed Settlement and related relief. Dkt. No. 97
(“Resubmitted Motion for Preliminary Approval”). After review and consideration of
the Resubmitted Motion, the Stipulation, and accompanying exhibits, the Court
GRANTS the Resubmitted Motion1 and finds and ORDERS as follows:
1. 	Preliminary Approval of Settlement. 	The Court has reviewed the
Stipulation and preliminarily finds, pursuant to Federal Rule of Civil Procedure
23(e)(1), that the Court will likely be able to approve the proposed Settlement as fair,
reasonable, and adequate under Federal Rule of Civil Procedure 23(e)(2), subject to
further consideration at the Settlement Hearing described below. The Court finds that
the Stipulation resulted from good faith, arm’s length negotiations.
2. 	Certification of the Settlement Class for Purposes of Settlement.
Pursuant to Rules 23(a) and (b)(3) of the Federal Rules of Civil Procedure, the Court
preliminarily certifies, for purposes of the Settlement only, the Settlement Class of: all
persons and entities who or that purchased or acquired the publicly traded common
stock of Masimo during the period from May 4, 2022 through August 8, 2023, both
dates inclusive (the “Class Period”), and were allegedly damaged thereby. Excluded
from the Settlement Class are: (i) Defendants; (ii) members of the Immediate Families,
or any individual trust or family trust, of any Defendant who is an individual; (iii) any
person who was an officer, director, or control person of Masimo during the Class
1 As the Court is granting the parties’ Resubmitted Motion for Preliminary
Approval 	(Dkt. 	No. 	97), 	the 	previous 	Joint 	Motion 	for 	Preliminary 	Approval
(Dkt. No. 86) is DENIED as MOOT.
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Period; (iv) any firm, trust, corporation, or other entity in which any Defendant has or
had a controlling interest and/or beneficial interest; (v) parents, affiliates, as defined by
17 C.F.R. § 240.12b-2, or subsidiaries of Masimo; and (vi) the legal representatives,
heirs, successors-in-interest, or assigns of any excluded person or entity, in their
respective capacity as such. Also excluded from the Settlement Class are any persons
or entities who or that exclude themselves by submitting a timely and valid request for
exclusion in accordance with the requirements set forth below and in the Notice. See
Dkt. No. 97-6 at 36–38. For the avoidance of doubt and notwithstanding anything
herein to the contrary, no shareholder that directly owns less than 10% of Masimo stock
shall be deemed an “affiliate” for purposes of the Settlement Class.
3. 	The Court finds and preliminarily concludes that the prerequisites of class
action certification under Rules 23(a) and 23(b)(3) of the Federal Rules of Civil
Procedures have been satisfied for the Settlement Class defined herein and for the
purposes of the Settlement only, in that:
(i) 	the members of the Settlement Class are so numerous that joinder
of all Settlement Class Members is impracticable;
(ii) 	there are questions of law and fact common to the Settlement Class
Members;
(iii) 	the claims of Lead Plaintiffs are typical of the Settlement Class’s
claims;
(iv) 	Lead Plaintiffs and Lead Counsel have fairly and adequately
represented and protected the interests of the Settlement Class;
(v) 	the questions of law and fact common to Settlement Class Members
predominate over any individual questions; and
(vi) 	a class action is superior to other available methods for the fair and
efficient adjudication of the controversy, considering that the claims of Settlement
Class Members in the Action are substantially similar and would, if tried, involve
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substantially identical proofs and may therefore be efficiently litigated and resolved on
an aggregate basis as a class action; the amounts of the claims of many of the Settlement
Class Members are too small to justify the expense of individual actions; and it does
not appear that there is significant interest among Settlement Class Members in
individually controlling the litigation of their claims.
4. 	Pursuant to Rule 23 of the Federal Rules of Civil Procedure, and for
purposes of the Settlement only, Boston Retirement System, Central Pennsylvania
Teamsters Pension Fund – Defined Benefit Plan, and Central Pennsylvania Teamsters
Pension 	Fund 	– 	Retirement 	Income 	Plan 	are 	preliminarily 	certified 	as 	Class
Representatives for the Settlement Class. The law firm of Labaton Keller Sucharow
LLP is preliminarily appointed Class Counsel for the Settlement Class and Hagens
Berman Sobol Shapiro LLP as Liaison Counsel for the Settlement Class.
5. 	Settlement Hearing. A hearing (the “Settlement Hearing”) pursuant to
Rule 23(e) of the Federal Rules of Civil Procedure is hereby scheduled to be held before
the Court, either in person or remotely at the Court’s discretion, at the United States
District Court, United States District Court for the Southern District of California,
Edward J. Schwartz United States Courthouse, 221 West Broadway, San Diego, CA
92101 on May 5, 2026, at 9:30 a.m. (Pacific Time) for the following purposes:
(i) 	to determine whether the proposed Settlement is fair, reasonable
and adequate, and should be approved by the Court;
(ii) 	to determine whether the proposed Final Order and Judgment
(“Judgment”) as provided under the Stipulation should be entered, and to determine
whether the release by the Settlement Class of the Released Plaintiffs’ Claims, as set
forth in the Stipulation, should be provided to the Released Defendant Parties;
(iii) 	to determine, for purposes of the Settlement only, whether the
Settlement Class should be finally certified; whether Lead Plaintiffs should be finally
certified as Class Representatives for the Settlement Class; and whether the law firm
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of Labaton Keller Sucharow LLP should be finally appointed as Class Counsel and
Hagens Berman Sobol Shapiro LLP as Liaison Counsel for the Settlement Class;
(iv) 	to determine whether the proposed Plan of Allocation for the
proceeds of the Settlement is fair and reasonable and should be approved by the Court;
(v) 	to consider Lead Counsel’s application for an award of attorneys’
fees and Litigation Expenses (which may include an application for an award to Lead
Plaintiffs for reimbursement of their reasonable costs and expenses directly related to
their representation of the Settlement Class, pursuant to 	the Private Securities
Litigation Reform Act of 1995 (“PSLRA”)); and
(vi) 	to rule upon such other matters as the Court may deem appropriate.
6. 	The Court reserves the right to approve the Settlement with or without
modification and with or without further notice to the Settlement Class of any kind.
The Court further reserves the right to enter the Judgment approving the Settlement
regardless of whether it has approved the Plan of Allocation or awarded attorneys’ fees
and/or expenses. The Court may also adjourn the Settlement Hearing, decide to hold
the hearing remotely, or modify any of the dates herein without further individual
notice to members of the Settlement Class. Any such changes shall be posted on the
website of the Claims Administrator.
7. 	Approval of Form and Manner of Giving Notice. The Court approves
the form, substance and requirements of the Notice of Pendency of Class Action,
Proposed Settlement, and Motion for Attorneys’ Fees and Expenses (the “Notice”), the
Proof of Claim and Release form (“Claim Form”), the Summary Notice of Pendency
and Proposed Settlement of Class Action and Motion for Attorneys’ Fees and Expenses
(“Summary Notice”), and the Postcard Notice, substantially in the forms annexed to
Lead Plaintiffs’ Resubmitted Motion for Preliminary Approval as Exhibits 1 through 4
(see Dkt. No. 97-6 at 16–68), respectively, and finds they collectively: (a) constitute
the best notice to Settlement Class Members practicable under the circumstances;
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(b) are reasonably calculated, under the circumstances, to describe the terms and effect
of the Settlement and to apprise Settlement Class Members of their right to object to
the proposed Settlement or to exclude themselves from the Settlement Class; (c) are
reasonable and constitute due, adequate, and sufficient notice to all persons entitled to
receive such notice; and (d) satisfy all applicable requirements of the Federal Rules of
Civil Procedure (including Rules 23(c)–(e)), the Due Process Clause of the United
States Constitution, Section 21D(a)(7) of the Securities Exchange Act of 1934, 15
U.S.C. § 78u-4(a)(7), as amended by the PSLRA, and the Rules of this Court.
8. 	Retention of Claims Administrator and Notice Date. 	The Court
approves the retention of A.B. Data, Ltd. as the Claims Administrator. 	The Claims
Administrator shall cause the Postcard Notice, substantially in the form annexed to
Lead Plaintiffs’ Resubmitted Motion for Preliminary Approval (see Dkt. No. 97-6 at
67–68), to be mailed, by first-class mail, postage prepaid, on or before ten (10) business
days after entry of this Preliminary Approval Order (“Notice Date”), to all Settlement
Class Members who can be identified with reasonable effort. The Claims Administrator
may also email the Postcard Notice (or Notice) or a link to the Postcard Notice (or
Notice) to Settlement Class Members, to the extent it is provided with email addresses.
Masimo, to the extent it has not already done so, shall use its best efforts to obtain and
provide to Lead Counsel, or the Claims Administrator, at no cost to Lead Counsel, the
Settlement Class, or the Claims Administrator, within seven (7) calendar days of entry
of 	this 	Preliminary 	Approval 	Order, 	its 	transfer 	agent’s 	lists 	of 	the 	names/
addresses/emails of Masimo common stock purchasers of record during the Class
Period, in electronic searchable form, such as Excel, to the extent reasonably available.
9. 	Lead Plaintiffs shall cause the Claims Administrator to use reasonable
efforts to provide notice of the Settlement to all Settlement Class Members who can be
identified with reasonable effort, including by providing notice to nominees such as
custodians, brokerage firms and other persons and entities that purchased Masimo
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publicly traded common stock during the Class Period as record owners but not as
beneficial owners. Lead Plaintiffs shall further cause the Claims Administrator to
request that such nominees, and such nominees shall, EITHER: (a) WITHIN TEN (10)
CALENDAR DAYS of receipt of the Postcard Notice or Notice, provide a list of the
names and addresses of all such beneficial owners to the Claims Administrator and the
Claims Administrator is ordered to send the Postcard Notice promptly to such
identified beneficial owners; or (b) WITHIN TEN (10) CALENDAR DAYS of receipt
of the Postcard Notice or Notice, request from the Claims Administrator sufficient
copies of the Postcard Notice to forward to all such beneficial owners, and WITHIN
TEN (10) CALENDAR DAYS of receipt of those Postcard Notices from the Claims
Administrator, forward them to all such beneficial owners. Nominees shall also provide
email addresses for all such beneficial owners to the Claims Administrator, to the extent
they are available. Nominees who elect to send the Postcard Notice to their beneficial
owners SHALL ALSO send a statement to the Claims Administrator confirming that
the mailing was made and shall retain their mailing records for use in connection with
any further notices that may be provided in the Action.
10. 	Upon FULL AND TIMELY compliance with these directions, such
nominees may seek reimbursement of their reasonable expenses incurred in providing
notice to beneficial owners of up to: $0.05 per Postcard Notice, plus postage at the
current pre-sort rate used by the Claims Administrator, for notices mailed by nominees;
or $0.05 per mailing record provided to the Claims Administrator, by providing the
Claims Administrator with proper documentation supporting the expenses for which
reimbursement is sought. Such properly documented expenses incurred by nominees
in compliance with this order shall be paid from the Settlement Fund, and any
unresolved disputes regarding reimbursement of such expenses shall be subject to
review by the Court.
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11. 	Contemporaneously with the mailing of the Postcard Notice, the Claims
Administrator shall cause copies of the Postcard Notice, long-form Notice, and Claim
Form to be posted on a website to be developed for the Settlement, from which copies
of the Postcard Notice and long-form Notice and Claim Form can be downloaded.
12. 	Lead Counsel shall, at or before the Settlement Hearing, file with the
Court proof of mailing of the Postcard Notice.
13. 	Approval of Summary Notice. The Court approves the form of the
Summary Notice (see Dkt. No. 97-6 at 62–65) and directs that Lead Counsel shall cause
the Summary Notice to be published in The Wall Street Journal and be transmitted over
PR Newswire within fourteen (14) calendar days of the Notice Date. Lead Counsel
shall, at or before the Settlement Hearing, file with the Court proof of publication of
the Summary Notice.
14. 	The form and content of the notice program described herein, and the
methods set forth herein of notifying the Settlement Class of the Settlement and its
terms and conditions, meet the requirements of Rule 23 of the Federal Rules of Civil
Procedure, Section 21D(a)(7) of the Securities Exchange Act of 1934, 15 U.S.C. § 78u-
4(a)(7), as amended by the PSLRA, and due process, constitute the best notice
practicable under the circumstances, and shall constitute due and sufficient notice to
all persons and entities entitled thereto.
15. 	Claims Process. To be eligible to receive a distribution from the Net
Settlement Fund, in the event the Settlement is effected in accordance with the terms
and conditions set forth in the Stipulation, each claimant shall take the following
actions and be subject to the following conditions:
(i) 	A properly executed Claim Form, substantially in the form annexed
to Lead Plaintiffs’ Resubmitted Motion for Preliminary Approval (see Dkt. No. 97-6
at 52–60), must be submitted to the Claims Administrator, at the address stated,
postmarked no later than seven (7) calendar days before the Settlement Hearing. Such
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deadline may be further extended by Court order or by Lead Counsel in its discretion.
Each Claim Form shall be deemed to have been submitted when postmarked (if
properly addressed and mailed by first-class or overnight mail, postage prepaid). Any
Claim Form submitted in any other manner shall be deemed to have been submitted
when it was actually received at the address designated in the Claim Form. Any
Settlement Class Member who does not timely submit a Claim Form within the time
provided for shall be barred from sharing in the distribution of the Net Settlement Fund,
unless otherwise ordered by the Court or allowed by Lead Counsel, but shall remain
bound by all determinations and judgments in this Action concerning the Settlement,
as provided by paragraph 17 of this order.
(ii) 	The Claim Form submitted by each Claimant must satisfy the
following conditions, unless otherwise allowed pursuant to the Stipulation: (i) it must
be properly completed, signed and submitted in a timely manner in accordance with
the provisions of the preceding subparagraph; (ii) it must be accompanied by adequate
supporting documentation for the transactions reported therein, in the form of broker
confirmation slips, broker account statements, an authorized statement from the broker
containing the transactional information found in a broker confirmation slip, or such
other documentation as is deemed adequate by the Claims Administrator and/or Lead
Counsel; (iii) if the person executing the Claim Form is acting in a representative
capacity, a certification of her current authority to act on behalf of the Claimant must
be included in the Claim Form; and (iv) the Claim Form must be complete and contain
no material deletions or modifications of any of the printed matter contained therein
and must be signed under penalty of perjury. Claimants bear the burden of establishing
their right to a recovery from the Net Settlement Fund.
(iii) 	As part of the Claim Form, each Claimant shall submit to the
jurisdiction of the Court with respect to the claim submitted.
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16. 	Any Settlement Class Member may enter an appearance in this Action, at
his, her or its own expense, individually or through counsel of his, her or its own choice.
If any Settlement Class Member does not enter an appearance, he, she or it will be
represented by Lead Counsel.
17. 	Exclusion from Settlement Class. Settlement Class Members shall be
bound by all orders, determinations, and judgments in this Action concerning the
Settlement, whether favorable or unfavorable, unless such Persons request exclusion
from the Settlement Class in a timely and proper manner, as hereinafter provided. A
putative Settlement Class Member wishing to make such an exclusion request shall
mail the request in written form by first-class mail to the address designated in the
Notice for such exclusions, such that it is received no later than twenty-one (21)
calendar days prior to the Settlement Hearing. Such request for exclusion must state
the name, address, telephone number, and email address (if any) of the Person seeking
exclusion, must state that the sender requests to be “excluded from the Settlement Class
in Vazquez v. Masimo Corporation, et al., No. 23-cv-1546-DEB (S.D. Cal.)” and must
be signed by such Person. Such Persons requesting exclusion are also directed to state
the information requested in the Notice, including, but not limited to: the date(s),
price(s), and number(s) of shares for each purchase and sale (if any) of Masimo
Corporation publicly traded common stock during the Class Period. The request for
exclusion shall not be effective unless it provides the required information and is made
within the time stated above, or the exclusion is otherwise accepted by the Court.
18. 	Putative 	Settlement 	Class 	Members 	requesting 	exclusion 	from 	the
Settlement Class shall not be eligible to receive any payment out of the Net Settlement
Fund.
19. 	Objections to the Settlement. Any Settlement Class Member who does
not request exclusion from the Settlement Class may object to the proposed Settlement,
the proposed Plan of Allocation, and/or Lead Counsel’s application for attorneys’ fees
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and expenses. Any objections must state: (a) the name, address, telephone number, and
email address (if any) of the objector and must be signed by the objector; (b) that the
objector is objecting to the proposed Settlement, Plan of Allocation, or application for
attorneys’ fees and Litigation Expenses in “Vazquez v. Masimo Corporation, et al., No.
23-cv-1546-DEB, (S.D. Cal.);” (c) the objection(s) and the specific reasons for each
objection, including whether it applies only to the objector, to a specific subset of the
Settlement Class, or to the entire Settlement Class, and any legal and evidentiary
support, and witnesses, the Settlement Class Member wishes to bring to the Court’s
attention; and (d) include documents sufficient to prove the objector’s membership in
the Settlement Class, such as the date(s), price(s), and number(s) of shares of Masimo
Corporation publicly traded common stock purchased and sold (if any) during the Class
Period. Objectors who are represented by counsel must also provide the name, address
and telephone number of all counsel, if any, who represent them; the number of times
the objector and their counsel have filed an objection to a class action settlement in the
last five years; the nature of each such objection in each case; and the name and docket
number of each case.
20. 	The Court will consider any Settlement Class Member’s objection to the
Settlement, the Plan of Allocation, and/or the application for an award of attorneys’
fees or expenses only if such Settlement Class Member has served by hand or by mail
his, her or its written objection and supporting papers, such that they are received on
or before twenty-one (21) calendar days before the Settlement Hearing, upon Lead
Counsel: Lauren A. Ormsbee, Labaton Keller Sucharow LLP, 140 Broadway, New
York, NY 10005; and Settling Defendants’ Counsel: Michael E. Swartz, Quinn
Emanuel Urquhart & Sullivan, LLP, 295 5th Avenue, 9 th Floor, New York, NY 10016,
and has filed, either by mail or in person, said objections and supporting papers with
the Clerk of the Court, United States District Court for the Southern District of
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California, Edward J. Schwartz United States Courthouse, 221 West Broadway, San
Diego, CA 92101.
21. 	Attendance at the Settlement Hearing is not necessary, however, Persons
wishing to be heard orally in opposition to the approval of the Settlement, the Plan of
Allocation, and/or the application for an award of attorneys’ fees and expenses are
required to state in their written objection their intention to appear at the hearing.
Persons who intend to object to the Settlement, the Plan of Allocation, and/or the
application for an award of attorneys’ fees and expenses and desire to present evidence
at the Settlement Hearing must include in their written objections the identity of any
witnesses they may call to testify and exhibits they intend to introduce into evidence at
the Settlement Hearing.
22. 	Settlement Class Members do not need to appear at the hearing or take
any other action to state their approval.
23. 	Any Settlement Class Member who does not make his, her, or its objection
in the manner provided for in the Notice shall be deemed to have waived such objection
and shall forever be foreclosed from making any objection to any aspect of the
Settlement, to the Plan of Allocation, or to the request for attorneys’ fees and expenses,
unless otherwise ordered by the Court, but shall otherwise be bound by the Judgment
to be entered and the releases to be given.
24. 	Until otherwise ordered by the Court, the Court stays all proceedings in
the Action, other than proceedings necessary to carry out or enforce the terms and
conditions of the Settlement. 	Pending final determination of whether the Settlement
should be approved, Lead Plaintiffs, all Settlement Class Members, and each of them,
and anyone who acts or purports to act on their behalf, shall not institute, commence
or prosecute any action which asserts Released Plaintiffs’ Claims against the Released
Defendant Parties.
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25. 	Supporting Papers. All papers in support of the Settlement, Plan of
Allocation, and Lead Counsel’s request for an award of attorneys’ fees and expenses
shall be filed with the Court and served on or before thirty-five (35) calendar days prior
to the date set herein for the Settlement Hearing. 	If reply papers are necessary, they
are to be filed with the Court and served no later than seven (7) calendar days prior to
the Settlement Hearing.
26. 	Settlement Fund. 	All 	funds held in escrow 	shall be deemed 	and
considered to be in custodia legis of the Court, and shall remain subject to the
jurisdiction of the Court until such time as such funds shall be disbursed pursuant to
the Stipulation and/or further order of the Court.
27. 	Neither Defendants nor their counsel shall have any responsibility for the
Plan of Allocation nor any application for attorney’s fees or Litigation Expenses
submitted by Lead Counsel or Lead Plaintiffs.
28. 	Termination of Settlement. If the Settlement fails to become effective as
defined in the Stipulation or is terminated, then both the Stipulation, including any
amendment(s) thereof, except as expressly provided in the Stipulation, and this
Preliminary Approval Order shall be null and void, of no further force or effect, and
without prejudice to any Settling Party, and may not be introduced as evidence or used
in any actions or proceedings by any person or entity against the Settling Parties, and
the Settling Parties shall be deemed to have reverted to their respective litigation
positions in the Action as of June 26, 2025.
29. 	Use of this Order. Neither this Order, the Term Sheet, the Stipulation
(whether or not finally approved or consummated), nor their negotiation, or any
proceedings taken pursuant to them: (a) shall be offered against any of the Released
Defendant Parties as evidence of, or construed as, or deemed to be evidence of any
presumption, concession, or admission by any of the Released Defendant Parties with
respect to the truth of any fact alleged by Lead Plaintiffs, or the validity of any claim
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23-cv-1546-DEB
that was or could have been asserted, or the deficiency of any defense that has been or
could have been asserted in this Action or in any litigation, or of any liability,
negligence, fault, or other wrongdoing of any kind by any of the Released Defendant
Parties; (b) shall be offered against any of the Released Plaintiff Parties as evidence of,
or construed as, or deemed to be evidence of, any presumption, concession, or
admission with respect to any liability, negligence, fault, or wrongdoing of any kind or
in any way referred to for any other reason as against any of the Released Plaintiff
Parties in any civil, criminal, or administrative action or proceeding, other than such
proceedings as may be necessary to effectuate the provisions of the Stipulation;
provided, however, that if the Stipulation is approved by the Court, the Released Parties
and their respective counsel may refer to it to effectuate the protections from liability
granted hereunder or otherwise to enforce the terms of the Settlement; (c) shall be
construed against any of the Released Parties as an admission, concession, or
presumption that the consideration to be given represents the amount which could be
or would have been recovered after trial; and (d) shall be construed against the Released
Plaintiff Parties that any of their claims are without merit, that any of Released
Defendant Parties had meritorious defenses, or that damages recoverable under the
Complaint would not have exceeded the Settlement Amount.
30. 	The Court retains exclusive jurisdiction over the Action to consider all
further matters arising out of or connected with the Settlement.
IT IS SO ORDERED.
Dated: February 2, 2026
Case 3:23-cv-01546-DEB Document 98 Filed 02/02/26 PageID.<pageID> Page 14
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