|
|
|
|
|
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)
|
¨
|
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 1.01.
|
Entry into a Material Definitive Agreement.
|
Item 5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
.
|
Item 5.07.
|
Submission of Matters to a Vote of Security Holders.
|
Name
|
|
For (#)
|
|
For (%)
(excluding
broker
non-votes)
|
|
Against
(#)
|
|
Against
(%)
(excluding
broker
non-votes)
|
|
Abstentions
(#)
|
|
Abstentions
( %)
(excluding
broker non-votes)
|
|
Broker Non-Votes
|
|||||||
Terrance H. Gregg
|
|
62,720,910
|
|
|
96.79
|
%
|
|
2,059,774
|
|
|
3.18
|
%
|
|
20,084
|
|
|
0.03
|
%
|
|
10,047,028
|
|
Kevin Sayer
|
|
64,630,817
|
|
|
99.74
|
%
|
|
150,018
|
|
|
0.23
|
%
|
|
19,933
|
|
|
0.03
|
%
|
|
10,047,028
|
|
Nicholas Augustinos
|
|
64,592,124
|
|
|
99.68
|
%
|
|
191,463
|
|
|
0.30
|
%
|
|
17,181
|
|
|
0.03
|
%
|
|
10,047,028
|
|
|
Number of Shares
|
|
Percentage of Shares Voted
|
||
Shares Voted in Favor:
|
73,658,829
|
|
|
98.41
|
%
|
Shares Voted Against:
|
1,172,351
|
|
|
1.57
|
%
|
Shares Abstaining:
|
16,616
|
|
|
0.02
|
%
|
|
Number of Shares
|
|
Percentage of Shares (excluding
broker non-votes)
|
||
Shares Voted in Favor:
|
56,684,443
|
|
|
87.47
|
%
|
Shares Voted Against:
|
8,041,977
|
|
|
12.41
|
%
|
Shares Abstaining:
|
74,348
|
|
|
0.11
|
%
|
Broker Non-Votes:
|
10,047,028
|
|
|
N/A
|
|
|
Number of Shares
|
|
Percentage of Shares (excluding broker non-votes)
|
||
Shares Voted in Favor:
|
53,533,478
|
|
|
82.61
|
%
|
Shares Voted Against:
|
11,238,219
|
|
|
17.34
|
%
|
Shares Abstaining:
|
29,071
|
|
|
0.04
|
%
|
Broker Non-Votes:
|
10,047,028
|
|
|
N/A
|
|
|
Number of Shares
|
|
Percentage of
Shares (excluding broker non-votes)
|
||
Shares Voted in Favor:
|
64,570,231
|
|
|
99.64
|
%
|
Shares Voted Against:
|
208,569
|
|
|
0.32
|
%
|
Shares Abstaining:
|
21,968
|
|
|
0.03
|
%
|
Broker Non-Votes:
|
10,047,028
|
|
|
N/A
|
|
|
|
|
Exhibit No.
|
|
Description
|
10.1
|
|
2015 Equity Incentive Plan, as amended (incorporated by reference to
Appendix A
of the Company’s DEF 14A Proxy Statement filed with the Securities and Exchange Commission on April 13, 2015).
|
10.2
|
|
Form of Restricted Stock Unit Award Agreement.
|
10.3
|
|
2015 Employee Stock Purchase Plan, as amended (incorporated by reference to
Appendix B
of the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 13, 2015).
|
10.4
|
|
Form of Subscription Agreement under 2015 Employee Stock Purchase Plan
|
|
|
|
|
|
|
|
|
|
|
|
DEXCOM, INC.
|
||
|
|
|
|
|||
Date: June 2, 2015
|
|
|
|
By:
|
|
/s/ Jess Roper
|
|
|
|
|
|
|
Jess Roper
|
|
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
Exhibit No.
|
|
Description
|
10.1
|
|
2015 Equity Incentive Plan, as amended (incorporated by reference to
Appendix A
of the Company’s DEF 14A Proxy Statement filed with the Securities and Exchange Commission on April 13, 2015).
|
10.2
|
|
Form of Restricted Stock Unit Award Agreement.
|
10.3
|
|
2015 Employee Stock Purchase Plan, as amended (incorporated by reference to
Appendix B
of the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 13, 2015).
|
10.4
|
|
Form of Subscription Agreement under 2015 Employee Stock Purchase Plan
|
Name:
|
|
|||
|
|
|
|
|
Address:
|
|
Expiration Date:
|
The date on which settlement of all RSUs granted hereunder occurs, with earlier expiration upon the Termination Date.
|
Vesting Schedule:
|
Subject to the limitations set forth in this Notice, the Plan and the RSU Agreement, the RSUs will vest in accordance with the following schedule:
in _____ equal annual installments (i.e., __ will vest upon the first anniversary of the Date of Grant, ___ will vest upon the second anniversary of the Date of Grant, and ___will vest upon the ____ anniversary of the Date of Grant [and ___ will vest upon the fourth anniversary of the Date of Grant]).
|
PARTICIPANT
|
|
DEXCOM, INC.
|
||
Signature:
|
|
|
By:
|
|
|
|
|
|
|
Print Name:
|
|
|
Its:
|
|
DEXCOM, INC.
2015 EMPLOYEE STOCK PURCHASE PLAN (“ESPP”)
|
ENROLLMENT/CHANGE FORM
|
SECTION 1:
ACTIONS
|
CHECK DESIRED ACTION
:
AND COMPLETE SECTIONS
:
Enroll in the ESPP 2 + 3 + 4 + 6
Change Contribution Percentage 2 + 4 + 6
Discontinue Contributions 2 + 5 + 6
|
|
SECTION 2:
PERSONAL DATA
|
Name:
Home Address:
Social Security No.: - -
|
Department:
|
SECTION 3:
ENROLL
|
I hereby elect to participate in the ESPP, effective at the beginning of the next Offering Period. I elect to purchase shares of the Common Stock of Dexcom, Inc. (the “Company”) pursuant to the ESPP. I understand that the stock certificate(s) for the shares purchased on my behalf will be issued in street name and deposited directly into my brokerage account. I hereby agree to establish an account with a company designated brokerage for this purpose and to sign all required forms.
My participation will continue as long as I remain eligible, unless I withdraw from the ESPP by filing a new Enrollment/Change Form with the Company. I understand that I must notify the Company of any disposition of shares purchased under the ESPP.
|
|
SECTION 4:
ELECT CONTRIBUTION PERCENTAGE
|
I hereby authorize the Company to withhold a percentage of my bi-weekly payroll that will total ___% of my compensation (as defined in the ESPP) for the Purchase Period. That amount will be applied to the purchase of shares of the Company’s Common Stock pursuant to the ESPP.
The percentage compensation to purchase common stock must be a whole number (from 1%, up to a maximum of 10%).
Note:
You may change your contribution percentage once within a six month Purchase Period. Each change will become effective as soon as reasonably practicable after the form is received by the Company.
|
|
SECTION 5:
DISCONTINUE CONTRIBUTIONS
|
I hereby elect to stop my contributions under the ESPP, effective as soon as reasonably practicable after this form is received by the Company. The contributions that I have made to date during this Offering Period should be applied as follows:
Purchase shares of the Company’s Common Stock at the end of the period.
Refund all contributions to me in cash, without interest.
I understand that I cannot resume participation until the start of the next Offering Period.
|
|
SECTION 6:
ACKNOWLEDGMENT AND SIGNATURE
|
I acknowledge that I have received a copy of the Prospectus summarizing the major features of the ESPP. I have read the Prospectus and this form and hereby agree to be bound by the terms of the ESPP.
Signature:
Date:
|