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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 22, 2024
dexcom-logo-green-rgb.jpg
DEXCOM, INC.
(Exact Name of the Registrant as Specified in Its Charter)

Delaware000-5122233-0857544
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. 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)
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(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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, $0.001 Par Value Per ShareDXCMNasdaq 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.
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ITEM 5.07.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 22, 2024, DexCom, Inc. (“Dexcom” or the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the close of business on March 27, 2024, the record date for the Annual Meeting, there were 396,025,556 shares of Dexcom’s common stock, $0.001 par value per share, outstanding and entitled to vote. 362,430,100 shares were present in person or represented by proxy at the Annual Meeting, which constituted a quorum for the transaction of business.
The matters described below were voted on at the Annual Meeting and the final number of votes cast for or against, as well as the number of abstentions and broker non-votes, with respect to each matter are as indicated.

Proposal 1: Election of Directors. Dexcom stockholders elected the following ten nominees to the Company’s board of directors, each to serve until Dexcom’s 2025 annual meeting of stockholders or until their earlier death, resignation or removal, as follows:
Name Votes For Votes Against Abstentions Broker
Non-Votes
Kevin R. Sayer319,796,865 19,758,4432,554,27120,320,521
Steven R. Altman
 332,084,6179,328,842696,12020,320,521
Nicholas Augustinos
317,396,72223,609,2431,103,61420,320,521
Richard A. Collins
 336,264,5275,148,005697,04720,320,521
Karen Dahut
 338,078,5413,334,921696,11720,320,521
Rimma Driscoll
341,157,887256,345695,34720,320,521
Mark G. Foletta
 329,910,31310,214,8401,984,42620,320,521
Bridgette P. Heller
 331,230,63910,175,357703,58320,320,521
Kyle Malady
 336,252,1745,157,403700,00220,320,521
Eric J. Topol, M.D.
 333,860,5517,555,244693,78420,320,521

Proposal 2: Ratification of Independent Registered Public Accounting Firm. Dexcom stockholders ratified the selection by the audit committee of the board of directors of Ernst & Young LLP as Dexcom’s independent registered public accounting firm for the fiscal year ending December 31, 2024, as follows:
Votes ForVotes AgainstAbstentionsBroker
Non-Votes
329,260,05723,447,0579,722,986

Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation. Dexcom stockholders approved, on a non-binding advisory basis, the compensation of Dexcom’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K in the proxy statement for the Annual Meeting (which disclosure includes the Compensation Discussion and Analysis, the compensation tables and the narrative disclosures that accompany the compensation tables in such proxy statement), as follows:
Votes ForVotes AgainstAbstentionsBroker
Non-Votes
307,911,43233,397,226800,92120,320,521

Proposal 4: Stockholder Proposal: Pay Equity Disclosure. Dexcom stockholders did not approve, on a non-binding advisory basis, a stockholder proposal regarding pay equity disclosure, as follows:
Votes ForVotes AgainstAbstentionsBroker
Non-Votes
118,599,852211,822,77911,686,94920,320,521

Proposal 5: Stockholder Proposal: Transparency in Lobbying. Dexcom stockholders approved, on a non-binding advisory basis, a stockholder proposal regarding transparency in lobbying, as follows:
Votes ForVotes AgainstAbstentionsBroker
Non-Votes
176,132,558163,315,2932,661,72720,320,521




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 hereunto duly authorized.

DEXCOM, INC.
By: 
/s/ Jereme M. Sylvain
Date: May 24, 2024
  
Jereme M. Sylvain
  
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

v3.24.1.1.u2
Cover Page
May 22, 2024
Cover [Abstract]  
Document Period End Date May 22, 2024
Document Type 8-K
Amendment Flag false
Entity Central Index Key 0001093557
Entity Registrant Name DEXCOM, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 000-51222
Entity Tax Identification Number 33-0857544
Entity Address, Address Line One 6340 Sequence Drive
Entity Address, City or Town San Diego
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92121
City Area Code 858
Local Phone Number 200-0200
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 Par Value Per Share
Trading Symbol DXCM
Security Exchange Name NASDAQ
Entity Emerging Growth Company false

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