8-KLeadership Changes

DEXCOM INC 8-K Report, Executive Changes (Sep 14, 2021)

Filed September 14, 2021For Securities:DXCM

Summary

DexCom, Inc. (DXCM) filed an 8-K on September 14, 2021, announcing the termination of Amended and Restated Executive Change of Control & Severance Agreements for key executives, including CEO Kevin R. Sayer and EVP Jacob S. Leach. These older agreements, some dating back to 2011, have been replaced by the company's 2017 Severance and Change in Control Plan. This transition means these executives will now exclusively be governed by the terms of the 2017 plan for severance and change of control benefits. While the prior agreements are terminated, a key provision is preserved. The termination agreement allows for a 12-month acceleration of vesting for a specific outstanding time-based restricted stock unit (RSU) award granted in March 2019, in cases of termination without "Cause" or "constructive termination." This acceleration applies solely to the RSU award that would otherwise vest in March 2022, subject to the executive executing a release of claims. Investors should note this change aligns executive severance arrangements with the company's more recent policies.

Key Highlights

  • 1Termination of prior executive severance agreements for key officers, including the CEO.
  • 2Replacement of older severance agreements with the 2017 Severance and Change in Control Plan.
  • 3Key executives Kevin R. Sayer (CEO) and Jacob S. Leach (EVP, CTO) are among those affected.
  • 4Preservation of 12-month vesting acceleration for a specific March 2019 RSU award under certain termination conditions (without Cause or constructive termination).
  • 5The preserved acceleration benefit is specifically tied to the RSU award scheduled to vest in March 2022.
  • 6Executives must execute a release of claims to receive the accelerated vesting.
  • 7This action standardizes executive severance and change of control benefits under the current 2017 plan.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce the termination of older executive change of control and severance agreements for select senior officers, including the CEO, and their replacement with the company's 2017 Severance and Change in Control Plan.

No, the executives are transitioning to the terms of the 2017 Severance and Change in Control Plan. While they are no longer entitled to benefits under the older agreements, they will receive benefits as outlined in the 2017 plan. Additionally, a specific 12-month acceleration of vesting for a 2019 RSU award is preserved under defined termination circumstances.

The key benefit being carried over is the eligibility for 12 months of accelerated vesting for a particular time-based restricted stock unit (RSU) award granted in March 2019. This applies only if the executive's employment is terminated without 'Cause' or due to a 'constructive termination,' and is subject to the executive signing a release of claims.

No, the accelerated vesting provision is specifically tied to the outstanding time-based RSU award granted in March 2019 that is set to vest in March 2022. Other stock awards and benefits will be governed by the terms of the 2017 Plan.