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

Adoption of Amended and Restated 2015 Equity Incentive
Plan

On March16, 2017, the Board of Directors (the
Board) of DexCom, Inc. (DexCom)
approved, subject to stockholder approval, DexComs Amended and
Restated 2015 Equity Incentive Plan (the AR
2015 Plan), which was approved by DexComs
stockholders at its 2017 annual meeting of stockholders held on
May31, 2017 (the Annual Meeting). The AR 2015
Plan reserved for issuance an additional 3,600,000 shares of
DexComs common stock, subject to certain additions and
adjustments, and eliminated payment of dividends on unvested
shares.

A more complete description of the AR 2015 Plan and its terms is
set forth in DexComs definitive proxy statement filed with the
Securities and Exchange Commission on April20, 2017 (the
Proxy Statement). The foregoing description of
the AR 2015 Plan and the description of the AR 2015 Plan in the
Proxy Statement do not purport to be complete and are qualified
in their respective entireties by reference to the AR 2015 Plan,
a copy of which is included asAppendix Aof the Proxy
Statement and is incorporated herein by reference as Exhibit 10.1
to this Current Report on Form 8-K.

Adoption of Severance and Change in Control Plan

On June1, 2017, the Board adopted the DexCom, Inc. Severance and
Change in Control Plan and the form of Participation Agreement (a
Participation Agreement) to Severance and Change
in Control Plan (together, the Change in Control
Plan). Under the terms of the Change in Control Plan,
and subject to the conditions thereof, an executive of DexCom who
is eligible to, and does, execute a Participation Agreement (a
Participating Executive) will receive severance
benefits if his or her employment is terminated involuntarily by
DexCom or any of its affiliates, other than due to Cause, death
or Disability (as those terms are defined in the Change in
Control Plan), or is terminated by the Participating Executive
for Good Reason (as defined in a Participation Agreement for such
Executive) (a Qualifying
Termination) within 12 months following a Change
in Control of DexCom (or during the three months prior to a
Change in Control assuming execution of a definitive agreement
for such Change in Control) (such periods of time the
Change in Control Period), provided, that, if a
definition of Good Reason does not exist in such Participation
Agreement for such Participating Executive, then no payment for
Good Reason shall be made.

Provided that a Participating Executive executes a waiver and
release of claims in favor of DexCom, upon a Qualifying
Termination other than during a Change in Control
Period, the Participating Executive will be entitled to the
following severance benefits: (1)a cash severance payment,
payable in a lump sum, equal to a specified number of months of
the Participating Executives base salary at the rate in effect
when the Qualifying Termination occurred (or immediately prior to
a reduction in the base salary that gave rise to termination for
Good Reason), (2) a pro-rata portion of the Participating
Executives annual bonus that DexCom determines was actually
earned at the conclusion of the bonus performance period
(determined based on the number of days the Participating
Executive is employed by DexCom during the bonus performance
period) and (3)if Participating Executive elects to continue his
or her health insurance coverage under the Consolidated Omnibus
Budget Reconciliation Act (COBRA) following the
termination of his or her employment, then DexCom shall pay the
Participating Executives monthly premium under COBRA until the
earliest of (A)a number of months as specified in such executives
Participation Agreement, (B)the date when the Participating
Executive receives similar coverage with a new employer or (C)the
expiration of the Participating Executives continuation coverage
under COBRA (or cash payment in lieu of payment of COBRA premiums
under the same terms).

Provided that a Participating Executive executes a waiver and
release of claims in favor of DexCom, upon a Qualifying
Termination during a Change in Control Period, the
Participating Executive will be entitled to the following
severance benefits: (1)a cash severance payment, payable in a
lump sum, equal to a specified number of months of the
Participating Executives base salary at the rate in effect when
the Qualifying Termination occurred (or immediately prior to a
reduction in the base salary that gave rise to termination for
Good Reason) or when the Change in Control occurred, whichever is
greater, (2)the greater of (A)the pro-rata portion of the
Participating Executives annual bonus that DexCom determines was
actually earned at the conclusion of the bonus performance period
(determined based on the number of days the Participating
Executive is employed by DexCom during the bonus performance
period) and (B)a specified percentage of the Participating
Executives target annual bonus at the rate in effect when the
Qualifying Termination occurred,(3) if Participating Executive
elects to continue his or her health insurance coverage under the
COBRA following the termination of his or her employment, then
DexCom shall pay the Participating Executives monthly premium
under COBRA until the earliest of (A)a number of months as
specified in such executives Participation Agreement, (B)the date
when the Participating Executive receives similar coverage with a
new employer or (C)the expiration of the Participating Executives
continuation coverage under COBRA (or shall make cash payment in
lieu of payment of COBRA premiums under the same terms), and
(4)the Participating Executives stock options and other equity
related compensation shall be treated as follows: (A)all options
to purchase shares of DexCom common stock as well as any and all
other stock-based awards granted to the

Participating Executive, including but not limited to stock bonus
awards, restricted stock, restricted stock units or stock
appreciation rights, but other than Performance Awards
(Equity Awards), shall become vested by a
specified percentage as of the date of the Qualifying Termination
and (B)all of the Participating Executives awards that would vest
only upon satisfaction of performance criteria
(Performance Awards) shall become fully vested
in accordance with the terms set forth in the applicable
Performance Award agreement. However, if the Qualifying
Termination occurs during the three months prior to a Change in
Control, then any unvested portion of the terminated
Participating Executives Equity Awards will remain outstanding
for three (3)months following the Qualifying Termination
(provided that in no event will the terminated Participating
Executives Equity Awards remain outstanding beyond the expiration
of the Equity Awards maximum term). In the event that the
proposed Change in Control is terminated without having been
completed, any unvested portion of the terminated Participating
Executives Equity Awards automatically will be forfeited.

Notwithstanding the foregoing provisions related to vesting, if
the successor or acquiring corporation (if any) of DexCom refuses
to assume, convert, replace or substitute Participating
Executives unvested Equity Awards, as provided in Section21.1 of
the AR 2015 Plan, in connection with a Corporate Transaction (as
defined in the AR 2015 Plan), or as provided in the comparable
section of a similar equity compensation plan of DexCom (and
together with the AR 2015 Plan, the Equity
Plans) then notwithstanding any other provision in the
Change in Control Plan, the Equity Plans or any Equity Awards to
the contrary, each of Participating Executives then-outstanding
and unvested Equity Awards, other than Performance Awards, that
are not assumed, converted, replaced or substituted, shall
accelerate and become vested and exercisable as to 50% of the
then-unvested shares subject to the Equity Awards effective
immediately prior to the Change in Control, and terminate to the
extent not exercised upon the Change in Control. With respect to
Performance Awards, the vesting for such Performance Awards will
accelerate only as set forth in the terms of the applicable
Performance Award agreement.

Any payment otherwise due under the Change in Control Plan shall
be reduced if necessary so that the payment will not constitute a
parachute payment under Section 280G of the Internal Revenue
Code. The Change in Control Plan does not provide for a gross-up
of excise taxes on such parachute payments. If, notwithstanding
any such reduction (or in the absence of any such reduction), the
IRS determines that Participating Executive is liable for the
280G excise tax as a result of the receipt of one or more
payments under the Change in Control Plan, then such
Participating Executive shall be obligated to surrender or pay
back to DexCom, within 120 days after a final IRS determination,
an amount of such payments or benefits equal to smallest amount
so that Participating Executives net proceeds with respect to
such payments (after taking into account the payment of the 280G
excise tax imposed on such payments) shall be maximized.

Each Participating Executive further agrees that, (i)during his
or her employment with DexCom, he or she shall not engage in any
other employment, consulting or other business activity (whether
full-time or part-time) that would create a conflict of interest
with DexCom, (ii)during his or her employment with DexCom and for
a one (1)year period after his or her employment with DexCom, her
or she will not directly or indirectly solicit away employees or
consultants of DexCom for his or her own benefit or for the
benefit of any other person or entity, nor will the Participating
Executive encourage or assist others to do so, (iii)during the
twelve (12)month period following his or her cessation of
employment, he or she shall cooperate with DexCom and assist
DexCom with the transition of Participating Executives duties to
his or her successor and (iv)during the twelve (12)month period
following his or her cessation of employment, he or she shall not
in any way or by any means disparage DexCom, the members of the
Board or DexComs officers and employees.

The foregoing description of the Change in Control Plan is
qualified in its entirety by reference to the full text of the
Change in Control Plan and the form of Participation Agreement,
which are filed as Exhibit 10.2 and Exhibit 10.3, respectively,
to this Current Report on Form 8-K.

On March9, 2017, the Board approved, subject to stockholder
approval, an amendment to DexComs Amended and Restated
Certificate of Incorporation to increase the number of authorized
shares of Common Stock from 100,000,000 to 200,000,000 (the
Amendment), which was approved by DexComs
stockholders at its Annual Meeting. The Amendment was effected to
a Certificate of Amendment filed with the Secretary of State of
the State of Delaware on June5, 2017 and was effective as of such
date. The foregoing description of the Amendment is qualified in
its entirety by the Amendment, a copy of which is included as
Appendix B of the Proxy Statement and is incorporated
herein by reference as Exhibit 10.4 to this Current Report on
Form 8-K.

(a)DexCom held its Annual Meeting on May31, 2017. Proxies for the
Annual Meeting were solicited to Regulation14A of the Securities
Exchange Act of 1934, as amended. At the close of business on the
record date, there were 86,348,427 shares outstanding and
entitled to vote and 79,378,978 shares were voted in person or by
proxy 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 DexComs common stock voted to elect three ClassIII
directors, each to serve until their successor has been elected
and qualified or until their earlier resignation or removal as
follows:

(2) Holders of DexComs common stock voted to ratify the
appointment of Ernst Young LLP as its independent registered
public accounting firm for the fiscal year ending December31,
2017:

(3) Holders of DexComs common stock voted to approve the
non-binding advisory resolution on compensation paid to DexComs
named executive officers, as disclosed to Item402 of Regulation
S-K, including compensation discussion and analysis, compensation
tables and narrative discussion:

(4) Holders of DexComs common stock voted to approve the
non-binding advisory resolution on the frequency of the advisory
vote on executive compensation:

(5) Holders of DexComs common stock voted to approve DexComs AR
2015 Equity Incentive Plan as set forth as Appendix A to
the Proxy Statement:

(6) Holders of DexComs common stock voted to approve the
Amendment set forth as Appendix B to the Proxy Statement:

(d) Exhibits.

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.