Dexcom (NASDAQ: DXCM) investors approve board slate, auditor and executive pay

Q: How many Dexcom (DXCM) shares were eligible to vote and present at the 2026 meeting?

At the April 1, 2026 record date, 385,872,977 Dexcom common shares were outstanding and entitled to vote. At the meeting, 336,525,352 shares were present in person or by proxy, providing a sufficient quorum for business.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Dexcom, Inc. reported the results of its 2026 Annual Meeting of Stockholders. At the record date, there were 385,872,977 shares of common stock outstanding and entitled to vote, and 336,525,352 shares were present in person or by proxy, establishing a quorum.

Stockholders elected twelve directors to serve until the 2027 annual meeting or earlier departure. They also ratified Deloitte & Touche LLP as Dexcom’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 336,046,596 votes for and 373,544 against. In addition, stockholders approved, on a non-binding advisory basis, the compensation of Dexcom’s named executive officers, with 277,111,475 votes for and 36,664,959 against.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding entitled to vote: 385,872,977 shares Shares present at meeting: 336,525,352 shares Auditor ratification votes for: 336,046,596 votes +4 more

7 metrics

Shares outstanding entitled to vote 385,872,977 shares Common stock outstanding and entitled to vote as of April 1, 2026

Shares present at meeting 336,525,352 shares Shares present in person or by proxy at the 2026 annual meeting

Auditor ratification votes for 336,046,596 votes Votes for ratifying Deloitte & Touche LLP for fiscal year 2026

Auditor ratification votes against 373,544 votes Votes against ratifying Deloitte & Touche LLP for fiscal year 2026

Say-on-pay votes for 277,111,475 votes Votes for approving named executive officer compensation on advisory basis

Say-on-pay votes against 36,664,959 votes Votes against approving named executive officer compensation on advisory basis

Broker non-votes on say-on-pay 22,107,994 votes Broker non-votes recorded for executive compensation advisory proposal

Key Terms

broker non-votes, independent registered public accounting firm, non-binding advisory basis, Compensation Discussion and Analysis

4 terms

broker non-votes financial

"as well as the number of abstentions and broker non-votes, with respect to each matter"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"Dexcom stockholders ratified the selection by the audit committee of the board of directors of Deloitte & Touche LLP as Dexcom’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

non-binding advisory basis financial

"Dexcom stockholders approved, on a non-binding advisory basis, the compensation of Dexcom’s named executive officers"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

Compensation Discussion and Analysis financial

"which disclosure includes the Compensation Discussion and Analysis, the compensation tables and the narrative disclosures"

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Understanding 8-K Material Events →

05/28/2026 - 05:15 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 27, 2026

DEXCOM, INC.

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


Delaware	000-51222	33-0857544
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. 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)

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(b))


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

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, $0.001 Par Value Per Share

DXCM

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On May 27, 2026, DexCom, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the close of business on April 1, 2026, the record date for the Annual Meeting, there were 385,872,977 shares of Dexcom’s common stock, $0.001 par value per share, outstanding and entitled to vote. 336,525,352 shares were present in person or represented by proxy at the Annual Meeting, which constituted a quorum for the transaction of business.

The matters described below were voted on at the Annual Meeting and the final number of votes cast for or against, as well as the number of abstentions and broker non-votes, with respect to each matter are as indicated.

Proposal 1: Election of Directors. Dexcom stockholders elected the following twelve nominees to the Company’s board of directors, each to serve until Dexcom’s 2027 annual meeting of stockholders or until their earlier death, resignation or removal, as follows:


Name	Votes For	Votes Against	Abstentions	Broker Non-Votes
Steven Altman	299,051,663	15,262,716	102,979	22,107,994
Dr. Euan Ashley	309,712,364	4,597,357	107,637	22,107,994
Nicholas Augustinos	265,917,901	47,957,634	541,823	22,107,994
Richard Collins	301,710,498	12,602,265	104,594	22,107,994
Rimma Driscoll	313,600,504	723,603	93,251	22,107,994
Mark Foletta	308,685,713	5,641,368	90,277	22,107,994
Renée Galá	313,216,735	1,110,152	90,471	22,107,994
Bridgette Heller	297,000,591	17,328,487	88,280	22,107,994
Jacob Leach	312,218,781	2,104,043	94,534	22,107,994
Kyle Malady	313,438,268	885,232	93,858	22,107,994
Rick Osterloh	312,967,950	1,356,590	92,818	22,107,994
Kevin Sayer	307,497,531	6,831,418	88,409	22,107,994

Proposal 2: Ratification of Independent Registered Public Accounting Firm. Dexcom stockholders ratified the selection by the audit committee of the board of directors of Deloitte & Touche LLP as Dexcom’s independent registered public accounting firm for the fiscal year ending December 31, 2026, as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
336,046,596	373,544	105,212	—

Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation. Dexcom stockholders approved, on a non-binding advisory basis, the compensation of Dexcom’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K in the proxy statement for the Annual Meeting (which disclosure includes the Compensation Discussion and Analysis, the compensation tables and the narrative disclosures that accompany the compensation tables in such proxy statement), as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
277,111,475	36,664,959	640,924	22,107,994

SIGNATURES

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 hereunto duly authorized.



DEXCOM, INC.

By:						/s/ JEREME SYLVAIN Jereme Sylvain Executive Vice President, Chief Financial Officer

Date:						May 28, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What key matters did Dexcom (DXCM) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing twelve directors, ratifying Deloitte & Touche LLP as independent auditor for 2026, and approving named executive officer compensation on a non-binding advisory basis, covering governance, auditing, and pay practices.

How many Dexcom (DXCM) shares were eligible to vote and present at the 2026 meeting?

At the April 1, 2026 record date, 385,872,977 Dexcom common shares were outstanding and entitled to vote. At the meeting, 336,525,352 shares were present in person or by proxy, providing a sufficient quorum for business.

Were all Dexcom (DXCM) director nominees elected at the 2026 annual meeting?

Yes, all twelve director nominees, including Kevin Sayer, Steven Altman, and others, were elected to Dexcom’s board. Each will serve until the 2027 annual meeting or until earlier death, resignation, or removal, according to the voting results disclosed.

Did Dexcom (DXCM) stockholders ratify Deloitte & Touche as 2026 independent auditor?

Yes. Stockholders ratified Deloitte & Touche LLP as Dexcom’s independent registered public accounting firm for the year ending December 31, 2026, with 336,046,596 votes for, 373,544 against, and 105,212 abstentions recorded.

How did Dexcom (DXCM) stockholders vote on executive compensation in 2026?

Stockholders approved Dexcom’s named executive officer compensation on a non-binding advisory basis, with 277,111,475 votes for, 36,664,959 against, and 640,924 abstentions, plus 22,107,994 broker non-votes, reflecting support for the disclosed pay program.

Filing Exhibits & Attachments

3 documents