(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.

A more complete description of the A&R 2015 Plan, as amended by the Plan Amendment, and its terms is set forth in DexCom’s definitive proxy statement filed with the Securities and Exchange Commission on April 19, 2019 (the “Proxy Statement”). The foregoing description of the A&R 2015 Plan, as amended by the Plan Amendment, and the description of the A&R 2015 Plan, as amended by the Plan Amendment, in the Proxy Statement do not purport to be complete and are qualified in their respective entireties by reference to the A&R 2015 Plan, as amended by the Plan Amendment, a copy of which is included as Appendix A of the Proxy Statement and is incorporated herein by reference as Exhibit 10.01 to this Current Report on Form 8-K.

Adoption of Deferred Compensation Plan

On May 31, 2019, the Board adopted the DexCom, Inc. Executive Deferred Compensation Plan (the “Plan”), with an effective date of April 1, 2019.

The Plan is a non-qualified deferred compensation plan that allows eligible executives to defer receipt of taxable income and thereby defer income taxes and assist in saving for retirement. Under the Plan, each eligible executive, which includes DexCom’s named executive officers, is permitted to elect to defer receipt of a portion (up to 75%) of such executive’s base salary and up to 50% of such executive’s annual cash bonus from DexCom. Dollar amounts that are deferred are credited to an executive’s Plan account and are notionally invested in investments selected by such executive from among those the Plan administrator offers, and the account is credited with the gains or losses from such investment. Additionally, DexCom reserves the right to make discretionary or matching credits to such accounts, in DexCom’s sole discretion, and if made, such credits would be subject to vesting conditions determined by the Plan administrator. The Plan is “unfunded,” which means there are no specific assets set aside by DexCom in connection with the Plan. Upon the executive’s separation from DexCom, the amount in such executive’s account is paid either in a single lump sum or in equal annual installments over a period of up to 10 years, based on the payment election made by the executive at the time the payment was initially deferred.

The above summary of the Plan is qualified in its entirety by reference to the full text of the Plan, which is attached hereto as Exhibit 10.02 and incorporated herein by reference.

(a) DexCom held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 30, 2019. Proxies for the Annual Meeting were solicited to Regulation 14A of the Securities Exchange Act of 1934, as amended. At the close of business on the record date, there were 91,037,358 shares outstanding and entitled to vote and 81,912,373 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 DexCom’s common stock voted to elect three Class II directors, each to serve until their successor has been elected and qualified or until their earlier resignation or removal as follows:

(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, 2019:

(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 to Item 402 of Regulation S-K, including compensation discussion and analysis, compensation tables and narrative discussion:

(4) Holders of DexCom’s common stock voted to approve the amendment to the Amended and Restated 2015 Equity Incentive Plan to increase the number of shares reserved thereunder by 2,200,00 and to approve such other amendments thereto:

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

>>>>>(d) Exhibits.

DEXCOM INC Exhibit
EX-10.02 2 exhibit1002dexcomincexecut.htm EXHIBIT 10.02 Exhibit DEXCOM,…
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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.