Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 29, 2024

iRhythm Technologies, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

001-37918

20-8149544

(State or other jurisdiction of
incorporation or organization)

(Commission
File Number)

(I.R.S. Employer
Identification Number)

699 8th Street, Suite 600

San Francisco, California 94103

(Address of principal executive office) (Zip Code)

(415) 632-5700

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, Par Value $0.001 Per Share

IRTC

The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 29, 2024, iRhythm Technologies, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). Present at the Annual Meeting in person or by proxy were holders of 29,847,572 shares of the Company’s common stock, representing approximately 95.9% of the shares of the Company’s common stock entitled to vote as of April 3, 2024, 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 11, 2024.

Proposal 1 – Election of Directors. The following nominees were elected as directors to serve until the 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified:


Nominee	Votes For	Votes Withheld	Broker Non-Votes
Quentin S. Blackford	27,569,985	767,356	1,510,231
Abhijit Y. Talwalkar	24,920,442	3,416,899	1,510,231
C. Noel Bairey Merz, M.D.	26,936,789	1,400,552	1,510,231
Bruce G. Bodaken	20,502,238	7,835,103	1,510,231
Karen Ling	27,171,913	1,165,428	1,510,231
Mojdeh Poul	28,140,166	197,175	1,510,231
Mark J. Rubash	27,674,616	662,725	1,510,231
Ralph Snyderman, M.D.	27,629,539	707,802	1,510,231
Brian Yoor	28,140,492	196,849	1,510,231

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, 2024 was ratified. The following sets forth the results of the voting with respect to this proposal:


Votes For	Votes Against	Abstentions	Broker Non-Votes
29,700,605	113,942	33,025	—

Proposal 3 - Advisory Vote on the Compensation of our Named Executive Officers. The stockholders voted against, on a non-binding advisory basis, the approval of the compensation of our 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
13,811,197	14,494,735	31,409	1,510,231

Proposal 4 - Approval of an Amendment to our Amended and Restated Certificate of Incorporation. The stockholders voted for the approval of the proposed amendment to our Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by recent amendments to the Delaware General Corporation Law. The following sets forth the results of the voting with respect to this proposal:


Votes For	Votes Against	Abstentions	Broker Non-Votes
26,028,079	2,279,930	29,332	1,510,231

Proposal 5 - Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers. The stockholders voted for, on a non-binding advisory basis, a frequency of one year for future advisory votes on the compensation of our named executive officers. The following sets forth the results of the voting with respect to this proposal:


1 Year	2 Year	3 Year	Abstentions	Broker Non-Votes
27,870,258	92,937	338,571	35,575	1,510,231

Item 9.01 Exhibits.

(d) Exhibits


Exhibit No.			Description
3.1			Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant.

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, 2024	By:	/s/ Quentin S. Blackford
		Quentin S. Blackford
		Chief Executive Officer

CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF IRHYTHM TECHNOLOGIES, INC. iRhythm Technologies, Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. That the name of this Corporation is iRhythm Technologies, Inc., and that this Corporation was originally incorporated pursuant to the DGCL on September 14, 2006 under the name iRhythm Technologies, Inc. The Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on October 25, 2016 (the “Amended and Restated Charter”). 2. Amendment to Article VIII. (a) Article VIII of the Amended and Restated Charter is hereby amended and restated in its entirety as follows: “ARTICLE VIII 8.1. Limitation of Liability. To the fullest extent permitted by law, neither a director of the Corporation nor an officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable. Without limiting the effect of the preceding sentence, if the DGCL is hereafter amended to authorize the further elimination or limitation of the liability of a director or officer, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. 8.2. Indemnification. The Corporation shall indemnify, to the fullest extent permitted by applicable law, any director or officer of the Corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding. The Corporation shall be required to indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was authorized by the Board of Directors. The Corporation shall have the power to indemnify, to the extent permitted by the DGCL, as it presently exists or may hereafter be amended from time to time, any employee or agent of the Corporation who was or is a party or is threatened to

be made a party to any Proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding. 8.3. Change in Rights. Neither any amendment nor repeal of this Article VIII, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article VIII, shall eliminate, reduce or otherwise adversely affect any limitation on the personal liability of a director or officer of the Corporation existing at the time of such amendment, repeal or adoption of such an inconsistent provision.” 3. That the foregoing amendment was duly adopted by the Board of Directors of the Corporation in accordance with Sections 141 and 242 of the DGCL and was approved by the holders of the requisite number of shares of capital stock of the Corporation. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment on this 30th day of May, 2024. By: /s/ Quentin Blackford Quentin S. Blackford President and Chief Executive Officer

Cover	May 29, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 29, 2024
Entity Registrant Name	iRhythm Technologies, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37918
Entity Tax Identification Number	20-8149544
Entity Address, Address Line One	699 8th Street
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94103
City Area Code	415
Local Phone Number	632-5700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, Par Value $0.001 Per Share
Trading Symbol	IRTC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001388658
Amendment Flag	false