Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 4, 2016



DexCom, Inc.

(Exact Name of the Registrant as Specified in Its Charter)




(State or Other Jurisdiction of Incorporation)


000-51222   33-0857544
(Commission File Number)   (IRS Employer Identification No.)
6340 Sequence Drive, San Diego, CA   92121
(Address of Principal Executive Offices)   (Zip Code)

(858) 200-0200

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, If Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2)


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.02. Departure of Directors or Certain Officers; Election Of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On December 4, 2016, Jonathan T. Lord, M.D., a Class III director of the Board of Directors (the “Board”) of DexCom, Inc. (“DexCom”), notified DexCom of his intent to resign from the Board, effective as of January 1, 2017. In connection with Dr. Lord’s resignation, DexCom has agreed to accelerate 4,791 restricted stock units (the “RSUs”) that were granted to Dr. Lord on May 25, 2016 and would have vested on May 25, 2017 had Dr. Lord continued to serve as a director through that date, such that the RSUs will become fully vested and settled on January 1, 2017.


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date: December 8, 2016     By:  

/s/ Jess Roper

      Jess Roper
      Senior Vice President and Chief Financial Officer