8-K
filed May 28, 2026, 7:33 AM ET
ticker IRTC
CIK 0001388658
other material
confidence high
sentiment neutral
materiality 0.50
iRhythm shareholders approve 2026 equity plan, elect directors, remove pass-through voting provision
iRhythm Holdings, Inc.
- All nine director nominees elected with strong support; no broker votes on most proposals.
- 2026 Equity Incentive Plan approved (26.8M for, 537K against), replacing the 2016 Plan.
- Charter amendment to eliminate pass-through voting provision approved (27.3M for, 21.4K against).
- KPMG ratified as FY2026 auditor (29.4M for, 16.8K against); say-on-pay approved non-binding.
- Approximately 89.69% of outstanding shares represented, forming quorum.
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
iRhythm Holdings, Inc. shareholders approved Advisory Vote on the Compensation of the Company's Named Executive Officers at the 2026-05-27 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2026-05-27
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
iRhythm Holdings, Inc. shareholders approved Election of Directors at the 2026-05-27 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2026-05-27
Exact text from the filing
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:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
iRhythm Holdings, Inc. shareholders approved Ratification of the Appointment of KPMG LLP as independent registered public accounting firm for fiscal year ending December 31, 2026 at the 2026-05-27 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-05-27
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
iRhythm Holdings, Inc. shareholders approved Approval of the iRhythm Holdings, Inc. 2026 Equity Incentive Plan at the 2026-05-27 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2026-05-27
Exact text from the filing
Proposal 2 – Approval of the 2026 Plan. The 2026 Plan, as described in the Proxy Statement, was approved.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
iRhythm Holdings, Inc. shareholders approved Approval of the Amended and Restated Certificate of Incorporation of iRhythm Technologies, Inc. to remove the pass-through voting provision at the 2026-05-27 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2026-05-27
Exact text from the filing
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.
View on SEC.gov
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