IRTC iRhythm

Filed: 21 Jun 21, 4:06pm

Washington, D.C. 20549 
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 18, 2021
iRhythm Technologies, Inc.
(Exact name of Registrant as specified in its charter) 
(State or other jurisdiction of
incorporation or organization)
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)
(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 classTrading SymbolName of each exchange on which registered
Common Stock, Par Value $0.001 Per ShareIRTCThe 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 June 18, 2021, the Company held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). Present at the Annual Meeting in person or by proxy were holders of 26,630,225 shares of the Company’s common stock, representing 90.87% of the voting power of the shares of the Company’s common stock as of April 29, 2021, 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 30, 2021.

Proposal 1 – Election of Directors. The following nominees were elected as Class II directors to serve until the 2022 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified:

NomineeVotes ForVotes WithheldBroker Non-votes
C. Noel Bairey Merz M.D.24,197,735 1,043,378 1,389,112 
Mark J. Rubash13,240,668 12,000,445 1,389,112 
Renee Budig20,340,908 4,900,205 1,389,112 

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, 2021 was ratified.
Votes ForVotes AgainstAbstentionsBroker Non-votes

Proposal 3 - Advisory vote to approve Named Executive Officer Compensation. The stockholders voted for, on a non-binding advisory basis, the approval of named executive officer compensation. The following sets forth the results of the voting with respect to this proposal:

Votes ForVotes AgainstAbstentionsBroker Non-votes

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.
Date: June 21, 2021By:/s/ Douglas J. Devine
Douglas J. Devine
Interim Chief Executive Officer and Chief Financial Officer