iRhythm Technologies Inc.

05/28/2026 | Press release | Distributed by Public on 05/28/2026 05:34

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 below, on May 27, 2026, at the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of iRhythm Holdings, Inc. (the "Company"), the Company's stockholders approved the iRhythm Holdings, Inc. 2026 Equity Incentive Plan (the "2026 Plan"). The 2026 Plan replaces the 2016 Equity Incentive Plan. The 2026 Plan had been previously approved, subject to stockholder approval, by the Board of Directors of the Company.
A summary of the 2026 Plan is set forth in Proposal 2 to the Company's definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on April 17, 2026 (the "Proxy Statement"). That summary and the foregoing description of the 2026 Plan do not purport to be complete and are qualified in their entirety by reference to the full text of the 2026 Plan which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 27, 2026, the Company held the Annual Meeting. Present at the Annual Meeting in person or by proxy were holders of 29,468,941 shares of the Company's common stock, representing approximately 89.69% of the shares of the Company's common stock entitled to vote as of April 1, 2026, the record date for the Annual Meeting, and constituting a quorum for the transaction of business. The matters before the Annual Meeting are described in more detail in the Proxy Statement.
Proposal 1 - Election of Directors. The following nominees were elected as directors to serve until the 2027 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified:
Nominee Votes For Votes Withheld Broker Non-Votes
C. Noel Bairey Merz, M.D. 26,998,083 357,357 2,113,501
Quentin Blackford 27,304,578 50,862 2,113,501
Bruce Bodaken 20,263,076 7,092,364 2,113,501
Karen Ling 27,252,614 102,826 2,113,501
Karen McGinnis 27,335,544 19,896 2,113,501
Kevin O'Boyle 27,316,432 39,008 2,113,501
Jason Patten 27,338,110 17,330 2,113,501
Abhijit Talwalkar 26,157,295 1,198,145 2,113,501
Brian Yoor 27,324,435 31,005 2,113,501
Proposal 2 - Approval of the 2026 Plan. The 2026 Plan, as described in the Proxy Statement, was approved.
The following sets forth the results of the voting with respect to this proposal:
Votes For Votes Against Abstentions Broker Non-Votes
26,812,921 537,112 5,407 2,113,501
Proposal 3 - Approval of the Amended and Restated Certificate of Incorporation of iRhythm Technologies, Inc.. The Amended and Restated Certificate of Incorporation of iRhythm Technologies, Inc. to remove the pass-through voting provision was approved. The following sets forth the results of the voting with respect to this proposal:
Votes For Votes Against Abstentions Broker Non-Votes
27,297,969 21,366 36,105 2,113,501
Proposal 4 - Ratification of the Appointment of Independent Registered Public Accounting Firm. The appointment of KPMG LLP as the Company's independent registered public accounting firm for its fiscal year ending December 31, 2026 was ratified. The following sets forth the results of the voting with respect to this proposal:
Votes For Votes Against Abstentions Broker Non-Votes
29,446,860 16,853 5,228 -
Proposal 5 - Advisory Vote on the Compensation of the Company's Named Executive Officers. The stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers. The following sets forth the results of the voting with respect to this proposal:
Votes For Votes Against Abstentions Broker Non-Votes
26,185,232 421,655 748,553 2,113,501
iRhythm Technologies Inc. published this content on May 28, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 28, 2026 at 11:34 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]