8-KLeadership ChangesOther EventsExhibits & Filings

DEXCOM INC 8-K Report, Executive Changes (Aug 12, 2020)

Filed August 12, 2020For Securities:DXCM

Summary

DexCom, Inc. (DXCM) announced on August 12, 2020, the appointment of Karen Dahut to its Board of Directors, effective August 11, 2020. Ms. Dahut will serve as a Class III director with her term expiring at the 2023 Annual Meeting of stockholders. She has been deemed an independent director by the Board, meeting Nasdaq listing standards and securities regulations. Ms. Dahut's appointment is accompanied by a compensation package consistent with DexCom's policy for non-employee directors. She received an initial restricted stock unit (RSU) grant valued at $500,000, vesting over three years, and is set to receive an additional annual RSU grant of $300,000 in 2021, vesting over one year. This appointment strengthens the board's independence and governance structure, aligning with the company's commitment to robust oversight.

Key Highlights

  • 1Karen Dahut elected to DexCom's Board of Directors as a Class III director, effective August 11, 2020.
  • 2Ms. Dahut's term as director extends until the 2023 Annual Meeting of stockholders.
  • 3The Board has determined Ms. Dahut to be an independent director, meeting Nasdaq and SEC requirements.
  • 4Ms. Dahut is not involved in any undisclosed transactions or arrangements with DexCom.
  • 5Upon appointment, Ms. Dahut received a $500,000 restricted stock unit (RSU) grant vesting over three years.
  • 6Ms. Dahut will receive an additional annual RSU grant of $300,000 in 2021, vesting over one year.
  • 7The appointment and related information were announced via a press release furnished as an exhibit.

Frequently Asked Questions

Karen Dahut has been elected to the DexCom Board of Directors. Her appointment is intended to fill a vacancy and strengthen the board's composition and governance. She has been determined to be an independent director.

Ms. Dahut will receive an initial restricted stock unit (RSU) grant valued at $500,000, which vests over three years. She will also receive a customary annual RSU grant of $300,000 in 2021, vesting over one year. This compensation aligns with DexCom's standard policy for non-employee directors.

No, the filing states that there are no arrangements or understandings with Ms. Dahut regarding her selection, nor does she have any direct or indirect material interest in any transactions requiring disclosure under Item 404(a) of Regulation S-K.

Ms. Dahut will serve as a Class III director, with her term expiring at the 2023 Annual Meeting of DexCom's stockholders, which is the next meeting where Class III directors will be elected.