Dexcom

On August 25, 2022, the Board of Directors (the “Board”) of DexCom, Inc. (the “Company”) promoted Jacob S. Leach to Executive Vice President, Chief Operating Officer, effective August 25, 2022. There are no arrangements between Mr. Leach and any other person pursuant to which he was selected to become the Executive Vice President, Chief Operating Officer of the Company. Mr. Leach does not have any family relationship with any executive officer or director of the Company, or with any person selected to become an officer or director of the Company. Neither Mr. Leach nor any member of his immediate family has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Prior to the effective date of his promotion, Mr.

On July 5, 2022, DexCom, Inc. (“ Dexcom ”) received notice from Chad M. Patterson of his intention to resign as Executive Vice President, Global Marketing of Dexcom effective on July 15, 2022, in order to pursue another employment opportunity.

On December 15, 2021, the Compensation Committee (the “Committee”) of the Board of Directors of DexCom, Inc. (the “Company”) approved the following grants of restricted stock units (the “RSUs”) to certain of our named executive officers under the Company’s Amended and Restated 2015 Equity Incentive Plan (the “Plan”) to incentivize employee retention. The grant date of the RSUs shall be December 15, 2021 (the “Grant Date”).

(e) On September 9, 2021, the Compensation Committee (the “ Committee ”) of the Board of Directors (the “ Board ”) of DexCom, Inc. (“ DexCom ” or “ Company ”) approved the termination of the Amended and Restated Executive Change of Control & Severance Agreements by and between the Company and select executive officers, including Kevin R. Sayer, DexCom’s Chief Executive Officer and Jacob S. Leach, DexCom’s EVP, Chief Technology Officer (the “ Participating Officers ”), all of which were entered into between 2011 and April 2017 (the “ Prior Severance Agreements ”). The termination of such Prior Severance Agreements will be effective upon the execution of an agreement terminating the Prior Severance Agreement by each such Participating Officer (the “ Termination Agreement ”), and such Termination Agreements were executed by Messrs. Sayer and Leach, effective as of September 13, 2021.

On September 8, 2021, DexCom, Inc. (“ Dexcom ”) received notice from Quentin Blackford of his intention to resign as Chief Operating Officer of Dexcom effective on September 17, 2021, in order to pursue another employment opportunity.

On March 23, 2021, DexCom, Inc. (“ Dexcom ”) announced that Jereme Sylvain was promoted to Chief Financial Officer, in addition to remaining as Chief Accounting Officer, effective March 19, 2021 (the “ Appointment Date ”). Mr. Sylvain will serve as Dexcom’s principal financial officer and principal accounting officer for purposes of the Exchange Act. Mr. Sylvain 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. Effective as of the Appointment Date, Dexcom’s current Chief Financial Officer, Quentin Blackford, has agreed to resign from this position, but will remain in his role as Dexcom’s Chief Operating Officer. Mr.

(e) Company Incentive Bonus Plan On March 11, 2021, the Compensation Committee (the “ Committee ”) of the Board of Directors (the “ Board ”) of DexCom, Inc. (“ DexCom ”) approved an Incentive Bonus Plan (the “ Plan ” ) pursuant to which DexCom may adopt bonus programs for all employees of DexCom that do not participate in a sales-based commission incentive plan (the “ Participants ”). The purpose of the Plan is to motivate, retain, attract and reward employees. The Plan is effective as of March 11, 2021. The Plan is to be administered by the Committee, and under the terms of the Plan, the Committee, in its sole discretion, may delegate certain authority under the Plan to one or more directors and/or officers of DexCom.

As previously disclosed in the Current Report on Form 8-K filed by DexCom, Inc. (“ Dexcom ”) on October 26, 2020, Richard B. Doubleday notified Dexcom of his intention to retire from his position as Executive Vice President and Chief Commercial Officer of Dexcom effective December 31, 2020. In connection with Mr. Doubleday’s retirement, Dexcom has entered into a transition and consulting agreement effective on December 10, 2020 (the “ Transition & Consulting Agreement ”) with Mr. Doubleday. Pursuant to the Transition & Consulting Agreement, Mr.

below that include another record quarter, DexCom, Inc. (“ DexCom ”) announced select preliminary financial results for the third quarter ended September 30, 2020. DexCom achieved half a billion dollars in revenue in the third quarter, with revenues of $500.9 million, representing 26% growth over the third quarter of 2019. A full presentation of DexCom’s quarterly results will occur at 1:30 PM PST on Tuesday, October 27, 2020. The information in this

Effective on October 11, 2020, the Board of Directors (the “ Board ”) of DexCom, Inc. (“ DexCom ”) elected Kyle Malady to fill a vacancy on the Board as a Class II director. Mr. Malady shall hold office for a term expiring at the 2022 Annual Meeting of DexCom’s stockholders, which is the next stockholder meeting at which Class II directors will be elected. There is no arrangement or understanding between Mr. Malady and any other persons pursuant to which Mr. Malady was selected as a director. Mr. Malady 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 Mr. Malady 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. Mr.

Effective on August 11, 2020, the Board of Directors (the “ Board ”) of DexCom, Inc. (“ Dexcom ”) elected Karen Dahut to fill a vacancy on the Board as a Class III director. Ms. Dahut shall hold office for a term expiring at the 2023 Annual Meeting of DexCom’s stockholders, which is the next stockholder meeting at which Class III directors will be elected. There is no arrangement or understanding between Ms. Dahut and any other persons pursuant to which Ms. Dahut was selected as a director. Ms. Dahut 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. Dahut 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.

(c) On March 6, 2020, the Board of Directors (the “ Board ” ) of DexCom, Inc. ( “ DexCom ” or “ Company ” ) promoted Jereme Sylvain to Senior Vice President, Finance and Chief Accounting Officer, effective March 9, 2020. As the Company’s Senior Vice President, Finance and Chief Accounting Officer, Mr. Sylvain will serve as the Company’s principal accounting officer for purposes of the rules and regulations of the Securities and Exchange Commission (the “ SEC ” ). Mr. Sylvain 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, promulgated under Securities Act of 1933, as amended. Mr.

Effective on September 13, 2019, the Board of Directors (the “ Board ”) of DexCom, Inc. (“ Dexcom ”) elected Bridgette P. Heller to fill a vacancy on the Board as a Class I director. Ms. Heller shall hold office for a term expiring at the 2021 Annual Meeting of DexCom’s stockholders, which is the next stockholder meeting at which Class I directors will be elected. There is no arrangement or understanding between Ms. Heller and any other persons pursuant to which Ms. Heller was selected as a director. Ms. Heller 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.

(e) Amendment to Amended and Restated 2015 Equity Incentive Plan On April 18, 2019, the Board of Directors (the “ Board ”) of DexCom, Inc. (“ DexCom ”) approved, subject to stockholder approval, an amendment (the “ Plan Amendment ”) to DexCom’s Amended and Restated 2015 Equity Incentive Plan (the “ A&R 2015 Plan ”), which was approved by DexCom’s stockholders at its 2019 annual meeting of stockholders held on May 30, 2019 (the “ Annual Meeting ”). The Plan Amendment reserved for issuance an additional 2,200,000 shares of DexCom’s common stock, subject to certain additions and adjustments, and to provide administrator flexibility with respect to vesting during certain leaves of absences, as well as making changes for favorable income tax withholding and to conform with current tax law.

On April 18, 2019, the Board of Directors (the “ Board ”) of DexCom, Inc. (“ DexCom ”) approved a management bonus plan (the “ Bonus Plan ”) with specified goals for fiscal 2019 for DexCom’s management and select individual contributors, including its chief executive officer, chief financial officer and its other named executive officers, pursuant to which such persons are eligible for cash bonus awards if DexCom attains specified financial and performance targets. Bonuses shall be calculated based on the target bonus amount multiplied by the company performance factor multiplied by an individual performance factor. The maximum payout to any person shall not exceed 200% of that person’s target bonus.

(b) On July 30, 2018, Terrance H. Gregg, Chairman of the Board of Directors (the “ Board ”) of DexCom, Inc. (“ DexCom ”), notified DexCom of his resignation as Chairman and a Class I director from the Board and all committees thereto, effective immediately. In connection with Mr. Gregg’s resignation as Chairman of the Board, the Board has appointed Kevin Sayer, the Company’s Chief Executive Officer and a member of the Board, to serve as Chairperson of the Board. Mark Foletta will continue to serve as the Lead Independent Director. In connection with Mr. Gregg’s resignation, and in recognition of his service, DexCom intends to enter into a separation agreement with Mr. Gregg that provides for (i) the acceleration in the vesting of restricted stock units (the “ RSUs ”) settleable for 15,696 shares of DexCom’s common stock (the “ Accelerated RSU s”) that were granted to Mr.

On March 8, 2018, the Board of Directors (the “ Board ”) of DexCom, Inc. (“ DexCom ”) approved a management bonus plan (the “ Bonus Plan ”) with specified goals for fiscal 2018 for DexCom’s management and select individual contributors, including its chief executive officer, chief financial officer and its other named executive officers, pursuant to which such persons are eligible for cash bonus awards if DexCom attains specified financial and performance targets. Bonuses shall be calculated based on the target bonus amount multiplied by the company performance factor multiplied by an individual performance factor. The maximum payout to any person shall not exceed 200% of that person’s target bonus.

(b) The disclosure made under Item 5.02(c) are hereby incorporated by reference into this

Adoption of Amended and Restated 2015 Equity Incentive Plan On March 16, 2017, the Board of Directors (the “ Board ”) of DexCom, Inc. (“ DexCom ”) approved, subject to stockholder approval, DexCom’s Amended and Restated 2015 Equity Incentive Plan (the “ A&R 2015 Plan ”), which was approved by DexCom’s stockholders at its 2017 annual meeting of stockholders held on May 31, 2017 (the “ Annual Meeting ”). The A&R 2015 Plan reserved for issuance an additional 3,600,000 shares of DexCom’s common stock, subject to certain additions and adjustments, and eliminated payment of dividends on unvested shares. A more complete description of the A&R 2015 Plan and its terms is set forth in DexCom’s definitive proxy statement filed with the Securities and Exchange Commission on April 20, 2017 (the “ Proxy Statement ”).

(d) Effective on March 9, 2017, the Board of Directors (the “ Board ”) of DexCom, Inc. (“ DexCom ”) elected Richard Collins to fill a vacancy on the Board as a Class III director. Mr. Collins shall hold office for a term expiring at the 2017 Annual Meeting of DexCom’s stockholders, which is the next stockholder meeting at which Class III directors will be elected. There is no arrangement or understanding between Mr. Collins and any other persons pursuant to which Mr. Collins was selected as a director. Mr. Collins 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 Mr. Collins qualifies as an independent director pursuant to the Securities Act of 1933 and the listing standards of the NASDAQ Stock Market, in each case as currently in effect. Mr.

(b) On February 14, 2017, Jess Roper, the Senior Vice President and Chief Financial Officer of DexCom, Inc. (“DexCom”), notified DexCom of his decision to resign, effective as of April 1, 2017. Mr. Roper confirmed that his resignation did not result from a disagreement with DexCom on any matter relating to its operations, policies or practices, including its controls or financial related matters. In connection with Mr. Roper’s resignation, DexCom intends to enter into a separation agreement with Mr. Roper that provides for (i) a lump sum cash payment equivalent to 12 months of his base salary and (ii) 12 months acceleration in the vesting of his unvested equity awards that are outstanding as of April 1, 2017, in exchange for Mr. Roper’s delivery of an effective general release and waiver of any claims against DexCom by Mr. Roper. Upon Mr.

(b) On December 4, 2016, Jonathan T. Lord, M.D., a Class III director of the Board of Directors (the “ Board ”) of DexCom, Inc. (“ DexCom ”), notified DexCom of his intent to resign from the Board, effective as of January 1, 2017. In connection with Dr. Lord’s resignation, DexCom has agreed to accelerate 4,791 restricted stock units (the “ RSUs ”) that were granted to Dr. Lord on May 25, 2016 and would have vested on May 25, 2017 had Dr. Lord continued to serve as a director through that date, such that the RSUs will become fully vested and settled on January 1, 2017.

Director or officer change (Item 5.02). Open the filing for details.