ITEM 5.07. Submission of Matters to a Vote of Security Holders.
(a) DexCom, Inc. ("DexCom") held its Annual Meeting of Stockholders (the "Annual
Meeting") on May 21, 2020. Proxies for the Annual Meeting were solicited
pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended.
At the close of business on the record date, there were 92,344,868 shares
outstanding and entitled to vote and 82,868,501 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 III directors,
each to serve until the DexCom's 2023 annual meeting of stockholders and until
their successor has been elected and qualified, or until their earlier death,
resignation or removal as follows:
Abstentions Broker Non-
Name For (#) Against (#) (#) Votes
Richard A. Collins 76,890,953 349,639 42,535 5,585,374
Mark G. Foletta 75,399,498 1,843,801 39,828 5,585,374
Eric J. Topol, M.D. 74,925,645 2,329,887 27,595 5,585,374
(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, 2020:
Number of Shares
Shares Voted in Favor: 81,480,281
Shares Voted Against: 1,356,391
Shares Abstaining: 31,829
(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 pursuant to Item 402 of Regulation S-K, including compensation
discussion and analysis, compensation tables and narrative discussion:
Number of Shares
Shares Voted in Favor: 73,804,768
Shares Voted Against: 3,378,328
Shares Abstaining: 100,031
Broker Non-Votes: 5,585,374
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