iRhythm Technologies Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$IRTC
Medical/Dental Instruments
Health Care
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
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||||||||||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||||||||||||||
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 | |||||
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 | |||||||||||