DexCom Inc.

05/20/2022 | Press release | Distributed by Public on 05/20/2022 07:02

Submission of Matters to a Vote of Security Holders - Form 8-K

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): May 19, 2022

DEXCOM, INC.

(Exact Name of the Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-51222 33-0857544

(Commission

File Number)

(IRS Employer

Identification No.)

6340 Sequence Drive, San Diego, CA 92121
(Address of Principal Executive Offices) (Zip Code)

(858)200-0200

(Registrant's Telephone Number, Including Area Code)

(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 (seeGeneral Instruction A.2. below):

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 Per Share DXCM Nasdaq Global Select Market

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 5.07.

Submission of Matters to a Vote of Security Holders.

On May 19, 2022, DexCom, Inc. ("DexCom") held its 2022 Annual Meeting of Stockholders (the "Annual Meeting").

(a) Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended. At the close of business on the record date, there were 98,125,933 shares outstanding and entitled to vote and 88,663,305 shares were voted online, via telephone or by proxy on the matters described below.

(b) The matters described below were voted on at the Annual Meeting and the number of votes cast with respect to each matter was as indicated:

(1) Holders of DexCom's common stock voted to elect four Class II directors, each to serve until the DexCom's 2023 Annual Meeting of Stockholders and until their successor has been elected and qualified, or until their earlier death, resignation or removal as follows:

Name

For Against Abstentions

Broker

Non-Votes

Steven R. Altman

80,339,689 3,181,151 209,950 4,932,515

Barbara E. Kahn

79,804,050 3,877,750 48,991 4,932,515

Kyle Malady

81,362,309 2,148,172 220,310 4,932,515

Jay S. Skyler

71,465,384 11,893,431 371,976 4,932,515

(2) Holders of DexCom's common stock voted to ratify the selection by the Audit Committee of the Board of Directors for the appointment of Ernst & Young LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2022:

Number of Shares

Shares Voted in Favor:

84,287,584

Shares Voted Against:

4,332,729

Shares Abstaining:

42,993

(3) Holders of DexCom's common stock voted to approve the non-bindingvote on an advisory resolution on compensation paid to DexCom's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K,including compensation discussion and analysis, compensation tables and narrative discussion:

Number of Shares

Shares Voted in Favor:

78,010,510

Shares Voted Against:

5,653,262

Shares Abstaining:

67,018

Broker Non-Votes:

4,932,515

4) Holders of DexCom's common stock voted to approve the amendment and restatement of DexCom's Certificate of Incorporation to effect a four-for-oneforward stock split with a proportional increase in the authorized number of shares of common stock:

Number of Shares

Shares Voted in Favor:

88,606,890

Shares Voted Against:

31,777

Shares Abstaining:

24,638

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DEXCOM, INC.

By:

/s/ MIKE BROWN

Mike Brown

Executive Vice President and Chief Legal Officer

Date: May 20, 2022