DexCom, Inc. (NASDAQ:DXCM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ITEM5.02.
|
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
(d) Effective on March9, 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 DexComs 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 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 Item404(a) of Regulation
S-K. The Board determined that Mr.Collins qualifies as an
independent director to the Securities Act of 1933 and the
listing standards of the NASDAQ Stock Market, in each case as
currently in effect. Mr.Collins also will enter into DexComs
standard form of indemnity agreement for its directors and
executive officers, which was filed as Exhibit 10.43 to DexComs
Annual Report on Form 10-K for the fiscal year ended December31,
2016, as filed with the Securities and Exchange Commission on
February28, 2017. The indemnification agreement will be effective
as of the date of his appointment to the Board. Following the
recommendation of the Nominating and Governance Committee of the
Board, on March9, 2017, the Board appointed Mr.Collins to serve
as a member of the Audit Committee of the Board, effective
immediately.
Consistent with DexComs compensation policy for non-employee
directors, and subject to the approval of the Board of Directors
at its next meeting, on June1, 2017, Mr.Collins will be granted
up to two annual retainer grants of restricted stock units. The
first will be a grant of restricted stock units with a fair value
of $69,041. This fair value amount is the prorated portion of the
annual $300,000 retainer grant for non-employee directors for the
period from the date of his appointment to the Board, March9,
2017, to June1, 2017, the next grant date for annual retainer
grants to members of the Board. The second will be a grant of
restricted stock units with a fair value of $300,000. This fair
value amount will cover the period from June1, 2017 through the
date of the 2018 Annual Meeting of DexComs stockholders. This
second grant will only be made if Mr.Collins is reelected to
serve as a Class III director at the 2017 Annual Meeting of
DexComs stockholders. Both grants will be issued under the DexCom
2015 Equity Incentive Plan, will vest twelve months after the
date of grant, accelerate in full upon a change of control and
will result in the issuance of a number of restricted stock units
calculated by dividing the fair value amount of the applicable
grant by the average of the closing price of DexComs common stock
for the 15-day period immediately prior to the date of grant.
(e) On March9, 2017, the Board approved a bonus plan for fiscal
2017 (the 2017 Plan) for DexComs management and
select individual contributors, including its chief executive
officer, chief financial officer and its other named executive
officers to which members of DexComs management team are eligible
for cash bonus awards if DexCom attains specified financial and
performance targets. The target bonus for each of the Executive
Chairman and Chief Executive Officer (the CEO)
is 125% of their respective base salaries; the target bonus for
DexComs Executive Vice Presidents is 75% of their respective base
salaries; the target bonus for DexComs Senior Vice Presidents is
50% of their respective base salaries; the target bonus for
DexComs Vice Presidents is 40% of their respective base salaries,
and the target bonus for the remainder of DexComs management
employees and select contributors are various amounts up to 30%
of their respective base salaries.
For DexComs eligible employees, the amount of any bonus awarded
under the 2017 Plan will be predicated on achieving targeted
annual revenue or new patient addition goals, targeted
operating expense and income goals, and performance milestones.
Generally speaking, 60% of any bonus paid under the 2017 Plan is
based on achieving the annual revenue or new patient addition
goals (the Revenue/Patient Component), 20% is
based on achieving the targeted operating expense and income
goals (the Operating Results Component) and 20%
is based on achieving the performance milestones (the
Performance Component).
Under the 2017 Plan, no portion of the Revenue/Patient Component
shall be paid unless DexCom meets a specified minimum annual
revenue or new patient addition target for fiscal 2017.
Upon achievement of this minimum annual revenue or new patient
addition target, each eligible participant will receive a bonus
award of 50% of their targeted Revenue/Patient Component. If
DexCom exceeds its fiscal 2017 annual revenue or new patient
addition target, the eligible participant will receive bonuses at
various stepped up amounts up to a maximum of 175% of their
targeted Revenue/Patient Component.
Under the 2017 Plan, no portion of the Operating Results
Component shall be paid unless DexCom meets a specified operating
expense target for fiscal 2017. Upon achievement of this
operating expense target, each eligible participant will receive
a bonus award of 50% of their targeted Operating Results
Component. If DexCom achieves certain operating income targets,
the eligible participant will receive bonuses at various stepped
up amounts up to a maximum of 175% of their targeted Operating
Results Component.
Under the Performance Component, bonus amounts also will be paid
to eligible participants for achieving specified corporate
milestones. Eligible participants will receive a portion of their
targeted Performance Component for achievement of corporate
milestones by DexCom during fiscal 2017.
In addition, any amount paid out under the 2017 Plan may be
increased by up to 25% if DexCom achieves various additional
stretch performance milestones.
| ITEM9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits. |
| 99.01 | Press release dated March 13, 2017. |
About DexCom, Inc. (NASDAQ:DXCM)
Dexcom, Inc. (Dexcom) is a medical device company. The Company is focused on the design, development and commercialization of continuous glucose monitoring systems for ambulatory use by people with diabetes and for use by healthcare providers for the treatment of people with and without diabetes. Its products include SEVEN PLUS, DexCom G4, DexCom G4 PLATINUM, DexCom Share System and DexCom G5 Mobile. It had received Conformite Europeene Marking (CE Mark) approval for its fourth generation continuous glucose monitoring system, the DexCom G4 system, enabling commercialization of the DexCom G4 system. DexCom SHARE enables users of its G4 PLATINUM System to have their sensor glucose information remotely monitored by their family or friends. The G4 PLATINUM Receiver with Share uses a secure wireless connection via Bluetooth Low Energy (BLE) between a patient’s receiver and a mobile application on the patient’s iPhone to transmit glucose information. DexCom, Inc. (NASDAQ:DXCM) Recent Trading Information
DexCom, Inc. (NASDAQ:DXCM) closed its last trading session down -0.55 at 77.79 with 1,528,457 shares trading hands.