UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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-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: |
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-one forward 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