IRTC Irhythm Holdings, Inc. - 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

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits.

Exhibit

Exhibit Description

Incorporated by Reference

Number

Form

File No.

Exhibit

Filing Date

Filed

Herewith

10.1

2026 Equity Incentive Plan and the forms of award agreements thereunder

S-8

333-296276

99.1

May 27, 2026

104

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