DexCom, Inc. filed a Form 8-K on September 10, 2026, disclosing the appointment of Glenn S. Boehnlein as a director and expanding its Board of Directors to thirteen members, effective immediately.

Key Highlights

  • Board expansion: DexCom's Board increased its size from twelve to thirteen directors pursuant to the company's Amended and Restated Bylaws.
  • New director: Glenn S. Boehnlein was appointed to the Board, effective September 10, 2026, with his term expiring at the 2027 annual meeting of stockholders.
  • Committee assignments: Mr. Boehnlein was appointed to the Operations & Innovation Committee and the Audit Committee, effective immediately.
  • Initial equity grant: Mr. Boehnlein received an initial appointment grant of restricted stock units (RSUs) with a fair value of $500,000, vesting annually over three years, subject to continued service.
  • Annual equity eligibility: Mr. Boehnlein will be eligible for an annual RSU grant with a fair value of $347,500 on or around the 2027 Annual Meeting.
  • Independence determination: The Board determined that Mr. Boehnlein qualifies as an independent director under the listing standards of the Nasdaq Stock Market, as currently in effect.

DexCom Board Adds Boehnlein, Sets Compensation Terms

According to the filing, DexCom, Inc. (NASDAQ:DXCM) reported that its Board of Directors appointed Glenn S. Boehnlein as a new director on September 10, 2026, simultaneously expanding the Board's size to thirteen directors. The appointment was made pursuant to the company's Amended and Restated Bylaws. Mr. Boehnlein will hold office until the 2027 annual meeting of Dexcom's stockholders, at which point his term is scheduled to expire.

The filing states that Mr. Boehnlein was assigned to serve on two Board committees: the Operations & Innovation Committee and the Audit Committee, both effective immediately. The Board also determined that he qualifies as an independent director under applicable Nasdaq Stock Market listing standards. The filing notes that "there is no arrangement or understanding between Mr. Boehnlein and any other persons pursuant to which Mr. Boehnlein was selected as a director," and that he has no direct or indirect material interest in any transaction with Dexcom requiring disclosure under Item 404(a) of Regulation S-K.

In connection with his appointment, and in accordance with Dexcom's non-employee director compensation program, the company disclosed that Mr. Boehnlein received an initial RSU grant with a fair value of $500,000, vesting annually over the three years following the grant date, subject to his continued service. He will also be eligible for an annual RSU grant with a fair value of $347,500 on or around the 2027 Annual Meeting, with that award vesting on the earlier of the first annual stockholder meeting thereafter or one year from the grant date. The filing further discloses that vesting of outstanding equity awards held by non-employee directors is accelerated in full upon a change in control of Dexcom. Mr. Boehnlein also entered into Dexcom's standard form of indemnity agreement for directors and executive officers.

What Was Disclosed

DexCom's September 10, 2026 Form 8-K disclosed the Board's expansion to thirteen directors, the appointment of Glenn S. Boehnlein with committee assignments, his independence determination, and the specific RSU compensation terms tied to his directorship.