irtc-20260527

Delaware

001-37918

41-3421287

(State or other jurisdiction of
incorporation or organization)

(Commission
File Number)

(I.R.S. Employer
Identification Number)

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:

☐ 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))

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).

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 5.02 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.

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.

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:

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:

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:

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

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 HOLDINGS, INC.

Date: May 28, 2026	By:	/s/ Daniel Wilson
		Daniel Wilson
		Chief Financial Officer


Votes For	Votes Against	Abstentions	Broker Non-Votes
26,812,921	537,112	5,407	2,113,501


Votes For	Votes Against	Abstentions	Broker Non-Votes
27,297,969	21,366	36,105	2,113,501


Votes For	Votes Against	Abstentions	Broker Non-Votes
29,446,860	16,853	5,228	—


Votes For	Votes Against	Abstentions	Broker Non-Votes
26,185,232	421,655	748,553	2,113,501