DexCom adds independent director, $500K equity
DexCom adds independent director Glenn Boehnlein to its expanded 13-member board and grants him RSU-based compensation tied to multi-year service.
Rhea-AI Filing Summary
DexCom, Inc. (DXCM) expanded its Board of Directors to thirteen members and appointed Glenn S. Boehnlein as a director, effective September 10, 2026, with a term expiring at the 2027 annual meeting of stockholders. He will serve on the Operations & Innovation Committee and the Audit Committee as an independent director.
Under Dexcom’s non-employee director compensation program, Boehnlein received an initial equity grant of RSUs valued at $500,000, vesting annually over three years, and will be eligible for an annual RSU grant with a fair value of $347,500 starting around the 2027 annual meeting. Outstanding equity awards for non-employee directors fully accelerate upon a change in control of Dexcom.
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8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Board size after appointment: 13 directors
Initial RSU grant fair value: $500,000
Initial RSU vesting period: 3 years
+3 more
6 metrics
Board size after appointment
13 directors
Board size increased by the Board of Directors on September 10, 2026
Initial RSU grant fair value
$500,000
Equity grant to Glenn Boehnlein upon appointment as director
Initial RSU vesting period
3 years
RSUs vest annually over three years following the grant date, subject to continued service
Annual RSU grant fair value
$347,500
Expected annual equity grant for non-employee directors beginning around the 2027 annual meeting
Director term end
2027 annual meeting
Term for Glenn Boehnlein’s service as director
Appointment effective date
September 10, 2026
Effective date of Glenn Boehnlein’s appointment to Dexcom’s Board
Key Terms
restricted stock units, change in control, indemnity agreement, Regulation FD, +1 more
5 terms
restricted stock units financial
"was granted an initial appointment equity grant of restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
change in control financial
"Vesting of outstanding equity awards ... is accelerated in full upon a change in control"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
indemnity agreement regulatory
"entered into Dexcom’s standard form of indemnity agreement for its directors"
Regulation FD regulatory
"ITEM 7.01. REGULATION FD DISCLOSURE."
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
independent director regulatory
"The Board determined that Mr. Boehnlein qualifies as an independent director"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
FAQ
What board change did DexCom (DXCM) announce on September 10, 2026?
DexCom’s Board increased its size to thirteen directors and appointed Glenn S. Boehnlein as a director, effective September 10, 2026. His term runs until the 2027 annual meeting of Dexcom’s stockholders, and he joins the Operations & Innovation Committee and the Audit Committee.
Is Glenn Boehnlein considered an independent director at DexCom (DXCM)?
Yes. The Board determined that Glenn S. Boehnlein qualifies as an independent director under the Securities Act of 1933, as amended, and the Nasdaq Stock Market listing standards, each as currently in effect.
What initial equity compensation did DexCom (DXCM) grant to Glenn Boehnlein?
Upon his appointment, DexCom granted Glenn Boehnlein restricted stock units (RSUs) with a fair value of $500,000. These RSUs vest annually over three years following the grant date, subject to his continued service as a director.
What ongoing annual equity award will Glenn Boehnlein be eligible for at DexCom (DXCM)?
Starting on or around the 2027 annual meeting, Glenn Boehnlein will be eligible for an annual equity grant to non-employee directors in the form of RSUs with a fair value of $347,500, vesting on the earlier of the next annual stockholder meeting or one year from the grant date.
What happens to DexCom (DXCM) non-employee directors’ equity awards upon a change in control?
DexCom states that vesting of outstanding equity awards held by non-employee directors is accelerated in full upon a change in control of the company, affecting awards such as the RSUs granted under the non-employee director compensation program.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): September 10, 2026
(Exact Name of the Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(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 | ||||||||||||
| 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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On September 10, 2026, the Board of Directors (the “Board”) of DexCom, Inc. (“Dexcom” or the “Company”), pursuant to the Amended and Restated Bylaws of the Company, increased the size of the Board to thirteen directors and appointed Glenn S. Boehnlein as a director, effective immediately. Mr. Boehnlein will hold office for a term expiring at the 2027 annual meeting of Dexcom’s stockholders (the “2027 Annual Meeting”). The Board also appointed Mr. Boehnlein to serve as a member of the Operations & Innovation Committee and the Audit Committee of the Board, effective immediately.
There is no arrangement or understanding between Mr. Boehnlein and any other persons pursuant to which Mr. Boehnlein was selected as a director. Mr. Boehnlein is not a party to and does not have any direct or indirect material interest in any transaction with Dexcom required to be disclosed under Item 404(a) of Regulation S-K. The Board determined that Mr. Boehnlein qualifies as an independent director pursuant to the Securities Act of 1933, as amended, and the listing standards of the Nasdaq Stock Market, in each case as currently in effect. Mr. Boehnlein also entered into Dexcom’s standard form of indemnity agreement for its directors and executive officers, which was filed as Exhibit 10.43 to Dexcom’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission on February 11, 2021.
In accordance with Dexcom’s non-employee director compensation program, upon his appointment Mr. Boehnlein was granted an initial appointment equity grant of restricted stock units (“RSUs”) with a fair value of $500,000, vesting annually over the three years following the date of grant, subject to Mr. Boehnlein’s continued service. Mr. Boehnlein will also be eligible to receive the annual equity grant to non-employee directors on or around the 2027 Annual Meeting in the form of a grant of RSUs with a fair value of $347,500 for his service on the Board and committees. The annual award vests on the earlier of the date of the first annual stockholder meeting thereafter or one year from the date of grant, subject to continued service. Vesting of outstanding equity awards held by non-employee directors is accelerated in full upon a change in control of Dexcom.
ITEM 7.01. REGULATION FD DISCLOSURE.
On September 10, 2026, Dexcom announced the appointment of Mr. Boehnlein to the Board in a press release furnished as Exhibit 99.1 to this report and is incorporated herein by this reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
| Number | Description | |||||||
| 99.1 | Press release dated September 10, 2026 | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |||||||
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: | September 10, 2026 | |||||||
Exhibit 99.1
Dexcom Appoints Glenn Boehnlein to Board of Directors
SAN DIEGO - (BUSINESS WIRE- September 10, 2026) - DexCom, Inc. (NASDAQ:DXCM), the global leader in glucose biosensing, today announced the appointment of Glenn Boehnlein to its Board of Directors, effective September 10, 2026.
Mr. Boehnlein is a highly accomplished healthcare executive and finance leader with more than 20 years of experience in the medical technology industry. Most recently, he served as Vice President and Chief Financial Officer of Stryker Corporation, one of the world’s leading medical technology companies, where he helped guide the organization through a period of significant growth, innovation, and global expansion. Mr. Boehnlein brings to the Dexcom Board expertise in financial leadership, capital allocation, strategic M&A, and operational excellence.
“Earlier this summer, we launched a search for a new independent director with deep MedTech experience and a proven track record of global scale,” said Jake Leach, president and CEO at Dexcom. “Glenn’s extensive leadership at one of the most respected MedTech companies in the world makes him a perfect fit. During his time at Stryker, he helped the company deliver consistently strong organic revenue growth, earnings performance, and free cash flow generation. As we execute against our newly announced long-range plan, his perspective and expertise will be an invaluable asset to our Board.”
“I am honored to join the Dexcom Board during such an exciting period of innovation and growth for the company,” said Boehnlein. “I look forward to working with the Board and management team as the company continues to expand its impact across diabetes and metabolic health.”
About Glenn Boehnlein
Mr. Glenn Boehnlein most recently served as Vice President and Chief Financial Officer of Stryker Corporation from 2016 to 2025 and subsequently served as an advisor to Stryker’s Chief Executive Officer from 2025 to 2026. Prior to serving as Chief Financial Officer of Stryker, Mr. Boehnlein held several senior finance leadership positions within the company, including Chief Financial Officer and Vice President of Stryker’s MedSurg and Neurotechnology Group from 2011 to 2015 and Chief Financial Officer of the Endoscopy Division from 2003 to 2010. Earlier in his career, he served as Chief Financial Officer of MyPrimeTime, a media company, and was a Partner at Arthur Andersen LLP, where he led the firm’s San Francisco Technology Industry Practice.
Mr. Boehnlein currently serves on the Board of Directors of Inogen, Inc., a publicly traded medical technology company focused on respiratory health solutions, where he serves as Chair of the Audit Committee. In addition, he serves on the Board of Directors of Agilent Technologies, Inc., a publicly traded analytical and clinical laboratory technologies company. He also serves on the board of Sutter Health, one of the nation’s leading integrated healthcare systems.
Mr. Boehnlein received bachelor’s and master’s degrees in professional accountancy from Mississippi State University.
About DexCom, Inc.
Dexcom empowers people to take control of health through innovative biosensing technology. Founded in 1999, Dexcom has pioneered and set the standard in glucose biosensing for more than 25 years. Its technology has transformed how people manage diabetes and track their glucose, helping them feel more in control and live more confidently.
Dexcom. Discover what you’re made of. For more information, visit www.dexcom.com.
Category: IR
Media Contact
mediarelations@dexcom.com
Investor Contact
Sean Christensen
858-203-6657
investor-relations@dexcom.com