Form 8-K
DEXCOM INC false 0001093557 0001093557 2020-05-21 2020-05-21

 

 

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 21, 2020

 

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)

 

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

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 (see General 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)

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

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.

(a) DexCom, Inc. (“DexCom”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 21, 2020. 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 92,344,868 shares outstanding and entitled to vote and 82,868,501 shares were voted in person 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 three Class III 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

 

Richard A. Collins

   

76,890,953

     

349,639

     

42,535

     

5,585,374

 

Mark G. Foletta

   

75,399,498

     

1,843,801

     

39,828

     

5,585,374

 

Eric J. Topol, M.D.

   

74,925,645

     

2,329,887

     

27,595

     

5,585,374

 

(2) Holders of DexCom’s common stock voted to ratify the appointment of Ernst & Young LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2020:

 

Number of Shares

 

Shares Voted in Favor:

   

81,480,281

 

Shares Voted Against:

   

1,356,391

 

Shares Abstaining:

   

31,829

 

(3) Holders of DexCom’s common stock voted to approve the non-binding 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:

   

73,804,768

 

Shares Voted Against:

   

3,378,328

 

Shares Abstaining:

   

100,031

 

Broker Non-Votes:

   

5,585,374

 


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/ Patrick M. Murphy

 

Patrick M. Murphy

 

Executive Vice President and Chief Legal Officer

Date: May 22, 2020