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 28, 2015
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 1.01.
Entry into a Material Definitive Agreement.

Adoption of 2015 Equity Incentive Plan

On April 9, 2015, the Board of Directors of DexCom, Inc. (“ DexCom ”) approved, subject to stockholder approval, DexCom’s 2015 Equity Incentive Plan (the “ 2015 Plan ”), which was approved by DexCom’s stockholders at its 2015 annual meeting of stockholders held on May 28, 2015 (the “ Annual Meeting ”). The 2015 Plan reserved for issuance 4,000,000 shares of common stock, subject to certain additions and adjustments.

A more complete description of the 2015 Plan and its terms is set forth in DexCom’s DEF 14A Proxy Statement filed with the Securities and Exchange Commission on April 13, 2015 (the “ Proxy Statement ”). The foregoing description of the 2015 Plan and the description of the Plan in the Proxy Statement do not purport to be complete and are qualified in their respective entireties by reference to (i) the 2015 Plan, a copy of which is included as Appendix A of the Proxy Statement, and is incorporated herein by reference as Exhibit 10.1 to this Current Report on Form 8-K and (ii) DexCom’s form of restricted stock units award agreement in the form attached hereto as Exhibit 10.2 to this Current Report on Form 8-K.

Adoption of 2015 Employee Stock Purchase Plan

On April 9, 2015, the Board of Directors of DexCom approved, subject to stockholder approval, the 2015 Employee Stock Purchase Plan (“ ESPP ”), which was approved by DexCom’s stockholders at the Annual Meeting. The ESPP reserved for issuance 1,500,000 shares of common stock , subject to adjustment to reflect stock splits and similar events .

A more complete description of the ESPP and its terms is set forth in the Proxy Statement. The foregoing description of the ESPP and the description of the ESPP in the Proxy Statement do not purport to be complete and are qualified in their respective entireties by reference to (i) the ESPP, a copy of which is included as Appendix B of the Proxy Statement and is incorporated herein by reference as Exhibit 10.3 to this Current Report on Form 8-K and (ii) DexCom’s form of ESPP subscription agreement in the form attached hereto as Exhibit 10.4 to this Current Report on Form 8-K.

Item 5.02.
 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .

(e) The disclosures made under Item 1.01 above are hereby incorporated by reference into this Item 5.02(e).

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

(a) DexCom held its Annual Meeting on May 28, 2015. 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 79,191,456 shares outstanding and entitled to vote and 74,847,796 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 three Class I 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
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

(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, 2015:
 
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
%

(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:
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


(4) Holders of DexCom’s common stock voted to approve DexCom’s 2015 Equity Incentive Plan as set forth as Appendix A to the Proxy Statement.

 
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





(5) Holders of DexCom’s common stock voted to approve DexCom’s 2015 Employee Stock Purchase Plan as set forth as Appendix B to the Proxy Statement.
 
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


Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

 
 
 
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

































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 2, 2015
 
 
 
By:
 
/s/ Jess Roper
 
 
 
 
 
 
Jess Roper
 
 
 
 
 
 
Senior Vice President and Chief Financial Officer


















































EXHIBIT INDEX
 
 
 
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



      


Exhibit 10.2
DEXCOM, INC.
2015 EQUITY INCENTIVE PLAN
NOTICE OF RESTRICTED STOCK UNIT AWARD
GRANT NUMBER:         

Unless otherwise defined herein, the terms defined in the DexCom, Inc. (the “ Company ”) 2015 Equity Incentive Plan (the “ Plan ”) shall have the same meanings in this Notice of Restricted Stock Unit Award (the “ Notice ”).
Name:
 
 
 
 
 
 
Address:
 
You (“ Participant ”) have been granted an award of Restricted Stock Units (“ RSUs ”) under the Plan subject to the terms and conditions of the Plan, this Notice and the attached Award Agreement (Restricted Stock Units) (hereinafter “ RSU Agreement ”).
Number of RSUs:
 
 
 
 
 
Date of Grant:
 
 
 
 
 
Vesting Commencement Date:
 
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]).
You understand that your employment or consulting relationship or service with the Company is for an unspecified duration, can be terminated at any time (i.e., is “at-will”), and that nothing in this Notice, the RSU Agreement or the Plan changes the at-will nature of that relationship. You acknowledge that the vesting of the RSUs pursuant to this Notice is earned only by continuing service as an Employee, Director or Consultant of the Company. You also understand that this Notice is subject to the terms and conditions of both the RSU Agreement and the Plan, both of which are incorporated herein by reference. Participant has read both the RSU Agreement and the Plan.
PARTICIPANT
 
DEXCOM, INC.
Signature:
 
 
By:
 
 
 
 
 
 
Print Name:
 
 
Its:
 


      


DEXCOM, INC.
AWARD AGREEMENT (RESTRICTED STOCK UNITS) TO THE
DEXCOM, INC. 2015 EQUITY INCENTIVE PLAN

Unless otherwise defined herein, the terms defined in the DexCom, Inc. (the “ Company ”) 2015 Equity Incentive Plan (the “ Plan ”) shall have the same defined meanings in this Award Agreement (Restricted Stock Units) (the “ Agreement ”).
You have been granted Restricted Stock Units (“ RSUs ”) subject to the terms, restrictions and conditions of the Plan, the Notice of Restricted Stock Unit Award (the “ Notice ”) and this Agreement.
1. Settlement . Settlement of RSUs shall be made within the earlier of (i) 90 days following the applicable date of vesting under the vesting schedule or (ii) March 15 of the year following the year of vesting as set forth in the Notice. Settlement of RSUs shall be in Shares.
2.      Withholding and Net Issuance of the Shares . When, under applicable tax laws, Participant incurs tax liability in connection with the vesting or settlement of any RSUs or issuance of Shares in connection therewith that is subject to tax withholding by the Company, the Company may satisfy the minimum tax withholding obligation on behalf of the Participant by either (a) withholding from the Shares to be issued, the number of Shares having a fair market value (determined on the date that the amount of tax to be withheld is determined) equal to the amount required to be withheld for income and employment taxes, or (b) arranging to have sold on Participant’s behalf through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) a sufficient number of Shares that is equal to the amount required to be withheld. The Company shall arrange to sell or withhold a whole number of shares to satisfy the minimum tax withholding obligation, and to the extent that any tax obligation balance remains, such amount shall be withheld from your following payroll cycle.
3.      No Stockholder Rights . Unless and until such time as Shares are issued in settlement of vested RSUs, Participant shall have no ownership of the Shares allocated to the RSUs and shall have no right to dividends or to vote such Shares.
4.      Dividend Equivalents . Dividends, if any (whether in cash or Shares), shall not be credited to Participant.
5.      No Transfer . The RSUs and any interest therein shall not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of.
6.      Termination . If Participant’s service Terminates for any reason, all unvested RSUs shall be forfeited to the Company forthwith, and all rights of Participant to such RSUs shall immediately terminate. In case of any dispute as to whether Termination has occurred, the Committee shall have sole discretion to determine whether such Termination has occurred and the effective date of such Termination.
7.      U.S. Tax Consequences . Participant acknowledges that there will be tax consequences upon settlement of the RSUs or disposition of the Shares, if any, received in connection therewith, and Participant should consult a tax adviser regarding Participant’s tax obligations prior to such settlement or disposition. Upon vesting of the RSU, Participant will include in income the fair market value of the Shares subject to the RSU. The included amount will be treated as ordinary income by Participant and will be subject to withholding by the Company when required by applicable law. Upon disposition of the Shares, any subsequent increase or decrease in value will be treated as short-term or long-term capital gain or loss, depending on whether the Shares are held for more than one year from the date of settlement. Further, an RSU may be considered a deferral of compensation that may be subject to Section 409A of the Code. Section 409A of the Code imposes special rules to the timing of making and effecting certain amendments of this RSU with respect to distribution of any deferred compensation. You should consult your personal tax advisor for more information on the actual and potential tax consequences of this RSU.

      


8.      Acknowledgement . The Company and Participant agree that the RSUs are granted under and governed by the Notice, this Agreement and the provisions of the Plan. Participant: (i) acknowledges receipt of a copy of the Plan and the Plan prospectus, (ii) represents that Participant has carefully read and is familiar with their provisions, and (iii) hereby accepts the RSUs subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Notice.
9.      Entire Agreement; Enforcement of Rights . This Agreement, the Plan and the Notice constitute the entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments or negotiations concerning the purchase of the Shares hereunder are superseded. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.
10.      Compliance with Laws and Regulations . The issuance of Shares will be subject to and conditioned upon compliance by the Company and Participant with all applicable state and federal laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company’s Common Stock may be listed or quoted at the time of such issuance or transfer.
11.      Governing Law; Severability . If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Agreement shall be enforceable in accordance with its terms. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.
11.     No Rights as Employee, Director or Consultant . Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a Parent or Subsidiary of the Company, to terminate Participant ’ s service, for any reason, with or without cause.
By your signature or electronic acceptance and the signature of the Company’s representative on the Notice, Participant and the Company agree that this RSU is granted under and governed by the terms and conditions of the Plan, the Notice and this Agreement. Participant has reviewed the Plan, the Notice and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement, and fully understands all provisions of the Plan, the Notice and this Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice and this Agreement. Participant further agrees to notify the Company upon any change in Participant’s residence address.


Exhibit 10.4

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: