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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 28, 2025
iRhythm Technologies, Inc. 
(Exact name of Registrant as specified in its charter) 
Delaware001-3791820-8149544
(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 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 May 28, 2025, iRhythm Technologies, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). Present at the Annual Meeting in person or by proxy were holders of 30,038,591 shares of the Company’s common stock, representing approximately 94.1% of the shares of the Company’s common stock entitled to vote as of April 3, 2025, 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 16, 2025.
Proposal 1 – Election of Directors. The following nominees were elected as directors to serve until the 2026 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified:

NomineeVotes ForVotes WithheldBroker Non-Votes
Quentin Blackford
28,216,059395,397 1,427,135
Abhijit Talwalkar
26,790,3211,821,135 1,427,135
C. Noel Bairey Merz, M.D.28,037,594573,862 1,427,135
Bruce Bodaken
21,757,6556,853,801 1,427,135
Karen Ling28,229,121382,335 1,427,135
Mark Rubash
27,524,5761,086,880 1,427,135
Ralph Snyderman, M.D.28,061,567549,889 1,427,135
Brian Yoor28,385,005226,451 1,427,135

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, 2025 was ratified. The following sets forth the results of the voting with respect to this proposal:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
29,903,062132,4243,105—

Proposal 3 - Advisory Vote on the Compensation of Named Executive Officers. The stockholders voted for, on a non-binding advisory basis, the approval of the compensation of the Company's named executive officers. The following sets forth the results of the voting with respect to this proposal:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
27,454,502382,813774,1411,427,135




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, 2025
By:
/s/ Quentin Blackford
Quentin S. Blackford
Chief Executive Officer


v3.25.1
Cover
May 29, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 28, 2025
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
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