UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 21, 2021, DexCom, Inc. (“DexCom”) filed its restated certificate of incorporation to declassify DexCom’s board of directors (the “Board”) over a three-year period beginning at the 2022 annual meeting of shareholders (the “Restated Charter”). The Restated Charter was previously approved by the Board and became effective upon its filing with the Secretary of State of the State of Delaware on May 21, 2021.
Additionally, the Board previously approved an amendment and restatement of the Company’s amended and restated bylaws (the “Bylaws”), which became effective upon the effectiveness of the Restated Charter. The Bylaws consist of conforming changes to reflect the declassification of the Board and implement proxy access procedures.
Copies of the Restated Charter and the Bylaws are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. The foregoing descriptions of the Restated Charter and the Bylaws do not purport to be complete and are qualified in their entirety by reference to the full text of the Restated Charter and the Bylaws.
| ITEM 5.07. | Submission of Matters to a Vote of Security Holders. |
(a) Proxies for DexCom’s Annual Meeting of Stockholders (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 96,705,867 shares outstanding and entitled to vote and 86,703,748 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 three Class I directors, each to serve until the DexCom’s 2024 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 Votes | ||||
| Kevin R. Sayer |
78,775,266 | 2,986,211 | 345,953 | 4,596,317 | ||||
| Nicholas Augustinos |
68,863,671 | 13,203,637 | 40,123 | 4,596,317 | ||||
| Bridgette P. Heller |
81,245,908 | 822,669 | 38,854 | 4,596,317 |
(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, 2021:
| Number of Shares | ||
| Shares Voted in Favor: |
83,456,097 | |
| Shares Voted Against: |
3,211,326 | |
| Shares Abstaining: |
36,325 |
(3) Holders of DexCom’s common stock voted to approve the non-binding vote 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: |
75,194,345 | |
| Shares Voted Against: |
6,855,578 | |
| Shares Abstaining: |
57,507 | |
| Broker Non-Votes: |
4,596,317 |
4) Holders of DexCom’s common stock voted to approve the amendment and restatement of DexCom’s Certificate of Incorporation to declassify DexCom’s Board of Directors:
| Number of Shares | ||
| Shares Voted in Favor: |
82,031,874 | |
| Shares Voted Against: |
47,585 | |
| Shares Abstaining: |
27,972 | |
| Broker Non-Votes: |
4,596,317 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 3.1 | Restated Certificate of Incorporation of DexCom, Inc. | |
| 3.2 | Restated Certificate of Incorporation of DexCom, Inc., marked to show changes against the prior Restated Certificate of Incorporation. | |
| 3.3 | Amended and Restated Bylaws of DexCom, Inc. | |
| 3.4 | Amended and Restated Bylaws of DexCom, Inc., marked to show changes against the prior Amended and Restated Bylaws. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |
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 21, 2021