Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 24, 2023

DEXCOM, INC.

(Exact Name of the 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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, $0.001 Par Value Per Share

DXCM

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐


ITEM 5.02.			DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Effective on August 24, 2023, the Board of Directors (the “Board”) of DexCom, Inc. (“Dexcom”) elected Rimma Driscoll to fill a vacancy on the Board and to replace Nicholas Augustinos as a member of the Audit Committee of the Board and the Technology Committee of the Board. Ms. Driscoll shall hold office for a term expiring at the 2024 Annual Meeting of Dexcom’s stockholders (“2024 Annual Meeting”).

There is no arrangement or understanding between Ms. Driscoll and any other persons pursuant to which Ms. Driscoll was selected as a director. Ms. Driscoll is not a party to and does not have any direct or indirect material interest in any transaction with Dexcom required to be disclosed under Item 404(a) of Regulation S-K. The Board determined that Ms. Driscoll qualifies as an independent director pursuant to the Securities Act of 1933, as amended, and the listing standards of the Nasdaq Stock Market, in each case as currently in effect. Ms. Driscoll also entered into Dexcom’s standard form of indemnity agreement for its directors and executive officers, which was filed as Exhibit 10.43 to Dexcom’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission on February 11, 2021.

Consistent with Dexcom’s non-employee director’s compensation policy for non-employee directors, upon appointment, Ms. Driscoll was granted an initial retainer grant of restricted stock units (“RSUs”) with a fair value of $500,000, vesting annually over the three years following the date of grant. Ms. Driscoll will also receive the customary annual compensation paid to non-employee directors on or around the 2024 Annual Meeting in the form of a grant of RSUs with a fair value of $325,000, vesting on the earlier of the date of the first annual stockholder meeting thereafter or one year from the date of grant. The initial retainer grant will be issued under the Dexcom Amended and Restated 2015 Equity Incentive Plan, will accelerate in full upon a change of control and will result in the issuance of a number of RSUs calculated by dividing the fair value amount of the applicable grant by the average of the closing price of Dexcom’s common stock for the 30 trading day period ending on the 5th business day prior to the grant date.


ITEM 8.01.			OTHER EVENTS

Dexcom announced the election of Ms. Driscoll to the Board in a press release furnished as Exhibit 99.01 to this report and is incorporated herein by this reference.


ITEM 9.01.			FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.



Number						Description

99.01						Press release dated August 28, 2023
104						Cover Page Interactive Data File (formatted as Inline XBRL)

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/ MICHAEL BROWN Michael Brown Executive Vice President and Chief Legal Officer

Date:						August 28, 2023

EXHIBIT 99.01

Dexcom Appoints Rimma Driscoll to Board of Directors

SAN DIEGO--(BUSINESS WIRE)—August 28, 2023 -- DexCom, Inc. (NASDAQ: DXCM), the global leader in real-time continuous glucose monitoring, today announced the appointment of Rimma Driscoll to its Board of Directors, effective August 24, 2023.

Ms. Driscoll is an accomplished leader with significant experience developing, guiding and executing organic and inorganic growth strategies for global organizations. She currently serves as Executive Vice President and Head of Global Strategy, Commercial and Business Development, and Global BioDevices for Zoetis, the world’s leading animal health company and a member of the Fortune 500. In this role, Ms. Driscoll oversees the company’s global business strategy, the execution of commercial launch plans, external business development and integration efforts, and has oversight for Zoetis’ Global BioDevices business. She brings to the Dexcom Board a track record of impactful leadership across the global healthcare, consumer and animal health industries, including the successful completion of several transformative transactions and key product launches.

“We are very excited to welcome Rimma to the Dexcom Board,” said Kevin Sayer, chairman, president and CEO at Dexcom. “Her strategic guidance at Zoetis and Procter & Gamble has been instrumental in helping these two global organizations achieve and grow their market leadership positions. As we continue to extend access to Dexcom’s real-time CGM systems to more people throughout the world, we look forward to benefiting from Rimma’s experience navigating global commercial markets and key strategic partnerships.”

About Rimma Driscoll

Rimma Driscoll is Executive Vice President and Head of Global Strategy, Commercial and Business Development, and Global BioDevices for Zoetis. Prior to assuming this role as a member of the Zoetis Executive Leadership Team in 2022, Ms. Driscoll served as Senior Vice President and Head of Global Business Development, Business Integrations and Strategic Alliances from 2020 to 2022, and Vice President and Head of Global Business Development and Strategic Alliances for Zoetis from 2016 to 2020.

Prior to her executive leadership at Zoetis, Ms. Driscoll served in roles of increasing responsibility at Procter & Gamble from 1994 to 2016. She established and led the company’s global business development group in Geneva, Switzerland, during her tenure as Executive Global Head for Europe, Corporate Global Business Development from 2012 to 2016.

EXHIBIT 99.01

In addition to her current role at Zoetis, Ms. Driscoll currently serves as a member of the Board of Directors of Pumpkin Insurance, a preventive care and pet insurance provider in which Zoetis has a minority stake. She holds a bachelor’s degree in Chemistry from Bowling Green State University and earned her MBA from Xavier University.

About DexCom, Inc.

DexCom, Inc. empowers people to take real-time control of health through innovative continuous glucose monitoring systems. Headquartered in San Diego, Calif., and with operations across Europe and select parts of Asia/Oceania, Dexcom has emerged as a leader of diabetes care technology. By listening to the needs of users, caregivers, and providers, Dexcom works to simplify and improve diabetes management around the world. For more information on Dexcom, visit Dexcom.com.

Media Contact

James McIntosh

619-884-2118

james.mcintosh@dexcom.com

Investor Contact

Sean Christensen

858-203-6657

sean.christensen@dexcom.com

Cover Page	Aug. 24, 2023
Cover [Abstract]
Document Period End Date	Aug. 24, 2023
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0001093557
Entity Registrant Name	DEXCOM, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	000-51222
Entity Tax Identification Number	33-0857544
Entity Address, Address Line One	6340 Sequence Drive
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92121
City Area Code	858
Local Phone Number	200-0200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 Par Value Per Share
Trading Symbol	DXCM
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false