Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

May 29, 2014

Date of Report (Date of earliest event reported)

 

 

DexCom, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   000-51222   33-0857544

(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)

Not Applicable

(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 obligations 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))

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) DexCom, Inc. (“DexCom”) held its Annual Meeting of Shareholders on May 29, 2014 (the “Annual Meeting”). 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 74,811,158 shares outstanding and entitled to vote and 71,729,846 shares were voted 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 two directors, each to serve until their successor has been elected and qualified or until their earlier resignation or removal as follows:

 

Name

    For (#)      For (%)
(excluding
broker
non-votes)		     Against
(#)		      Against
(%)
(excluding
broker
non-votes)		     Abstentions
(#)		     

Abstentions

( %)

(excluding
broker non-votes)

     Broker Non-Votes  

Jonathan T. Lord, M.D.

      60,145,807         98.40 %      956,412         1.56 %      16,798         0.02 %      10,610,829   

Eric Topol, M.D.

      60,352,177         98.74 %      750,442         1.22 %      16,398         0.02 %      10,610,829   

(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, 2014:

 

     Number of
Shares		      Percentage
of Shares
Voted		  

Shares Voted in Favor:

      71,440,806         99.59 % 

Shares Voted Against:

      274,767         0.38 % 

Shares Abstaining:

      14,273         0.01 % 

(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		     

Percentage
of

Shares
(excluding
broker
non-votes)

  

Shares Voted in Favor:

      53,778,137         87.98 % 

Shares Voted Against:

      7,088,485         11.59 % 

Shares Abstaining:

      252,395         0.41 % 

Broker Non-Votes:

      10,610,829         n/a   

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.
Date: June 3, 2014     By:  

/s/ Steven Pacelli

      Steven Pacelli
      E.V.P., Strategy and Corporate Development