8-K Reports
iRhythm Technologies, Inc.
CIK

1388658

Accepted

May 30, 2025, 08:01 PM

Accession

0001388658-25-000141

5.07 Submission of Matters to a Vote of Security Holders
Items (1)

Item 5.07 Submission of Matters to a Vote of Security Holders. On May 28, 2025, iRhythm Technologies, Inc. (the “ Company”) held its 2025 Annual Meeting of Stockholders (the “ Annual Meeting”). Present at the Annual Meeting in person or by proxy were holders of 30,038,591 shares of the Company’s common stock, representing approximately 94.1% of the shares of the Company’s common stock entitled to vote as ofApril 3, 2025, 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 Company’s definitive proxy statement filed with the United States Securities and Exchange Commission on April 16, 2025. Proposal 1 - Election of Directors. The following nominees were elected as directors to serve until the 2026 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified: Nominee Votes For Broker Non-Votes ─────────────────────────────────────────────────────────────────────────────────── Quentin Blackford 28,216,059 395,397 1,427,135 Abhijit Talwalkar 26,790,321 1,821,135 1,427,135 C. Noel Bairey Merz, M. D. 28,037,594 573,862 1,427,135 Bruce Bodaken 21,757,655 6,853,801 1,427,135 Karen Ling 28,229,121 382,335 1,427,135 Mark Rubash 27,524,576 1,086,880 1,427,135 Ralph Snyderman, M. D. 28,061,567 549,889 1,427,135 Brian Yoor 28,385,005 226,451 1,427,135 Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm. The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2025 was ratified. The following sets forth the results of the voting with respect to this proposal: Votes For Votes Against Abstentions Broker Non-Votes ──────────────────────────────────────────────────────────────────────── 29,903,062 132,424 3,105 — Proposal 3 - Advisory Vote on the Compensation of Named Executive Officers. The stockholders voted for, on a non-binding advisory basis, the approval of 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 ──────────────────────────────────────────────────────────────────────── 27,454,502 382,813 774,141 1,427,135 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. IRHYTHM TECHNOLOGIES, INC. Date: May 30, 2025 By: /s/ Quentin Blackford Quentin S. Blackford Chief Executive Officer