DEXCOM INC

As a long-term shareholder of DexCom, I support transparency and accountability in corporate electoral spending. This includes any activity considered intervention in a political campaign under the Internal Revenue Code, such as direct and indirect contributions to political candidates, parties, or organizations, and independent expenditures or electioneering communications on behalf of federal, state, or local candidates.

A company’s reputation, value, and bottom line can be adversely impacted by political spending. The risk is especially serious when giving to trade associations, Super PACs, 527 committees, and “social welfare” organizations – groups that routinely pass money to or spend on behalf of candidates and political causes that a company might not otherwise wish to support.

The Conference Board’s 2021 “Under a Microscope” report details these risks, recommends the process suggested in this proposal, and warns “a new era of stakeholder scrutiny, social media, and political polarization has propelled corporate political activity – and the risks that come with it – into the spotlight. Political activity can pose increasingly significant risks for companies, including the perception that political contributions – and other forms of activity – are at odds with core company values.”

This proposal asks DexCom to disclose all of its electoral spending, including payments to trade associations and other tax-exempt organizations which may be used for electoral purposes–and are otherwise undisclosed. This would bring our Company in line with a growing number of 1eading companies, including Intuitive Surgical, Inc., AbbVie Inc., and Edwards Lifesciences Corporation, which present this information on their websites.

Without knowing the recipients of our company’s political dollars shareholders cannot sufficiently assess whether our company’s election-related spending aligns or conflicts with its policies on climate change and sustainability, or other areas of concern. Thus it will be a best practice for DexCom to expand its political spending disclosure.

Dexcom’s Statement in Opposition to Proposal No. 5

Our Board has carefully considered the above proposal and believes that it is not in the best interests of our stockholders. Our Board recommends that stockholders vote AGAINST this proposal because:•We believe it is in the best interests of our stockholders and other stakeholders for the Company to be an effective participant in the political process.•Our political spending has been de minimis to date and our political activities and spending are subject to extensive public disclosure requirements and internal oversight.•Implementing this proposal may put us at a competitive disadvantage and impose unnecessary expense on the Company.

We believe it is in the best interests of our stockholders and other stakeholders for the Company to be an effective participant in the political process.

The medical device industry is subject to extensive regulation and we are a regulated business focused on delivering solutions to patients, caregivers, and clinicians for the management of diabetes. We believe it is important and necessary for the Company to actively engage with lawmakers and government agencies to ensure that they take the interests and needs of our customers, employees, and partners, as well as the patients, caregivers, clinicians, and communities we serve, into account when making legislative and regulatory decisions. Accordingly, we participate in public policy and legislative advocacy on issues impacting our business and our community with a goal of transforming diabetes care and management. Specifically, we periodically engage in both communications with government officials and government employees regarding statutes, legislation, regulations or policies of government or government officials as well as regarding potentially new or modified statutes, legislation, regulations or policies, and activities in preparation for, or in support of, such communications. We also periodically engage in activities intended to support or oppose candidates for public office or political committees, including on occasion through financial and in-kind contributions and expenditures. This involvement allows us to advocate for policies that are beneficial to advancing the interests of our stockholders and other stakeholders.

Our political spending has been de minimis to date and our political activities and spending are subject to extensive public disclosure requirements and internal oversight.

Our political activities and spending are subject to comprehensive regulation at the federal, state and local levels, and we believe that ample information about our political activities is already publicly available.

Dexcom has madede minimis political contributions and expenditures to date. For example, from January 1, 2022 through December 31, 2023, political contributions were less than $100,000. In addition, Dexcom has established the Dexcom, Inc. Political Action Committee that is registered with and operates under the rules promulgated by the Federal Election Commission as well as the PAC’s own Articles of Association. Any political contributions by the PAC are reported monthly to the Federal Election Commission and are a matter of public record at www.fec.gov ($0 for 2023). Dexcom’s other political activities are overseen by Dexcom’s Government Affairs group. Among other things, our Government Affairs group is primarily responsible for identifying political funding opportunities and deploying corporate funds. Any such contributions must be pre-approved by Dexcom’s Legal and Compliance groups to ensure they are permissible pursuant to applicable laws and regulations and consistent with Dexcom’s overall business strategy. Federal law prohibits corporations from making contributions directly to candidates for federal office and to national party committees, and Dexcom does not make any such contributions. In certain states where we are permitted to do so, we make political contributions to state candidates, political parties and/or political action committees. All such contributions are disclosed either by us or by the recipient in accordance with applicable state laws, and such information is publicly available.

Moreover, as required by U.S. federal law, we file quarterly reports that disclose our lobbying expenditures and detail our lobbying activities and we also file similar publicly available lobbying reports with state and local agencies as required by state and local law, which in some cases have even broader disclosure requirements than federal law. Any lobbying firms we hire are required to file similar reports and the trade associations we belong to are also subject to public disclosure obligations regarding their lobbying efforts.

We are committed to the highest ethical standards, and we have procedures and policies in place to ensure that our political spending activities are subject to appropriate oversight and are in the best interests of our stockholders and other stakeholders. We take diligent steps to ensure that we remain in compliance with applicable rules and regulations, as well as our internal policies and procedures, including our Code of Conduct and Business Ethics, which is publicly available on our website at https://investors.dexcom.com/corporate-governance. Further, to promote our culture of transparency, we will in the future publish additional information on our website regarding our policies and procedures related to political activities and contributions.

In light of all of the above, we believe that the disclosures requested by the proposal are unnecessary.

Implementing this proposal may put us at a competitive disadvantage and impose unnecessary expense on the Company.

This proposal seeks to impose requirements on us that could result in competitive harm to the Company. The requested report could put the Company at a disadvantage relative to our competitors by requiring the Company to reveal confidential information about its administrative processes, strategies and priorities, while our competitors may not be subject to those requirements. We may be hindered in our ability to engage in the public policymaking process to protect and advance our interests (and therefore the interests of our stockholders and other stakeholders) in ways that competitors who are free from similar disclosure requirements are not.

Given the amount of information publicly available through existing public disclosure requirements and thede minimis nature of our political contributions and expenditures to date, where, for example, from January 1, 2022 through December 31, 2023, we spent less than $100,000 on political contributions, we believe that using additional funds to generate the report requested by this proposal would not be an appropriate use of corporate resources.

For the reasons set forth above, the Board believes that the implementation of this proposal is not in the best interests of the Company, its stockholders, and other stakeholders.

Following careful consideration and for all of the reasons above, the Board recommends that stockholders vote AGAINST this proposal.