DexCom 2023. Pay Equity Disclosure is the only shareholder proposal to be voted on before the annual meeting at 2:00 pm Pacific on May 18, 2023. Vote AGAINST Vote Against: Altman, Collins, Dahut, Kahn, Malady, auditor, and pay; For #5 Pay Equity Disclosure. Warning: You need to register in advance to attend the meeting. (ugh)
DexCom, Inc., a medical device company, focuses on the design, development, and commercialization of continuous glucose monitoring (CGM) systems in the United States and internationally. I voted with the Board’s recommendations 21% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Read Warnings. Good corporate governance generally results in better profits and a better society. However, I don’t prioritize profits over our natural environment and human needs, especially when companies externalize costs. (see The Shareholder Commons)
DexCom 2023: ISS Rating
DexCom, Inc.’s ISS Governance QualityScore as of May 1, 2023, is 8. The pillar scores are Audit: 9; Board: 10; Shareholder Rights: 6; Compensation: 7. Corporate governance scores courtesy of Institutional Shareholder Services (ISS). Scores indicate decile rank relative to index or region. A decile score of 1 indicates lower governance risk, while a 10 indicates higher governance risk.
DexCom 2023: How I Voted
| Item | Egan-Jones Recommendation | CorpGov.net Votes |
|---|---|---|
| 1.1-1.7 – Election of Directors | FOR, WITH EXCEPTION OF ALTMAN, KAHN, and DAHUT | For, except Altman, Collins, Dahut, Kahn, and Malady |
| 2 – Ratification of the Appointment of Independent Auditors | AGAINST | Against |
| 3 – Advisory Vote to Approve Executive Compensation | AGAINST | Against |
| 4 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation | 1 YEAR | 1 YEAR |
| 5 – Shareholder Proposal – Pay Equity Disclosure | FOR | FOR |
DexCom 2023 Votes Explained
E-J recommended against the pay package as too high, several directors for being on the compensation committee, and Altman for being over-tenured and on a key committee. They also recommend against auditors that have served longer than 7 years. Ernst & Young has served 23 years. Their independence could be compromised. In addition, I voted against nominating committee members because the board lacks diversity.
Of course, I voted for our proposal on Pay Equity Disclosure #5.
I had help with my voting from Egan-Jones, my own proxy voting policy through Iconikapp. and by briefly looking and some funds that announce their votes in advance. Note: you can automate all your proxies to be voted according to human values by signing up for the iconik/AYS app. In about two minutes, you’ll vote all your proxies according to values that balance environment, social, governance, and profitability. More information at Free Proxy Advisor From As You Sow & Iconikapp. I have a more customized version, so your results with the iconik/AYS app may differ.
DexCom 2023: My Pay Equity Disclosure Proposal
This proposal is from my wife, Myra Young, and written by me, James McRitchie. Dexcom’s refusal to set a timeline for publishing unadjusted pay gap data reflects a lack of transparency and accountability to investors and employees.
Our Company’s opposition statement says Dexcom “will work with an external consultant to conduct an adjusted pay gap analysis of our workforce with respect to gender and ethnicity in 2023 (which at a minimum, will include our U.S. employees) to ensure consistency and equitable treatment among our employees, and we will provide quantitative disclosure regarding the results of this analysis in our 2024 Sustainability Report.” We are delighted they agreed to begin reporting pay gaps in 2024, adjusted for factors such as roles, time in role, performance, job location, etc.
Yes, that IS progress, but so far, DexCom has shown no willingness even to set a multi-year timeline for disclosing unadjusted median pay gaps. Only unadjusted median pay gaps tell us how our company assigns value to employees through the roles they inhabit and the pay they receive.
However, unadjusted pay gaps show “who is swimming naked when the tide goes out,” to borrow from Warren Buffett.
Do minorities and women hold as many high-paying jobs as white men? We won’t know because many pay gaps can be explained away with the excuse that minorities and women just aren’t working at the same level. Have you ever heard that before?
The only benchmark to measure if the real pay gaps are shrinking is the unadjusted median pay gap. And sure, any company will try to explain such gaps but are also likely to identify strategies to reduce that gap.
DexCom’s refusal to commit to eventually publishing unadjusted pay gap data reflects badly on our company’s reputation. Let’s change that.
Vote FOR Proposal 5. Better reporting will lead Dexcom to make better use of all its human resources. That will profit employees and shareholders alike.
Other Recommendations
You might want to look up how a few funds voted in our Shareowner Action Handbook. For example, I was influenced by Calvert’s votes.
DexCom 2024: Mark Your Calendar
Stockholders of Dexcom may submit proposals on matters appropriate for stockholder action at meetings of Dexcom’s stockholders in accordance with Rule 14a-8 promulgated under the Exchange Act. For such proposals to be included in Dexcom’s proxy materials relating to its 2024 Annual Meeting of Stockholders, all applicable requirements of Rule 14a-8 must be satisfied and such proposals must be received by Dexcom no later than December 8, 2023. Such proposals should be delivered to DexCom, Inc., Attn: Secretary, 6340 Sequence Drive, San Diego, California 92121.
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