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Get filing alertsiRhythm shareholders approve new 2026 equity plan, elect directors at annual meeting
Filed May 28, 2026 · Period ending May 27, 2026 · ~1 min read
Key Changes
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Shareholders approved the 2026 Equity Incentive Plan with 98% support, replacing the 2016 plan. This will govern future stock-based compensation for employees and executives.
Item 5.07: Annual Meeting Results verify on EDGAR → -
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The 8-K filing appears incomplete with Item 5.02 (officer/director changes) containing only a header and the phrase 'As described in' with no further disclosure.
Item 5.02 verify on EDGAR → -
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All nine director nominees were re-elected to one-year terms through 2027. Bruce Bodaken received the lowest support at 74% of votes cast.
Item 5.07: Director Elections verify on EDGAR → -
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Shareholders approved removing the pass-through voting provision from the company's charter with 99.9% support, a governance simplification.
Item 5.07: Charter Amendment verify on EDGAR → -
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KPMG LLP was ratified as independent auditor for fiscal 2026 with over 99% approval, a routine annual vote.
Item 5.07: Auditor Ratification verify on EDGAR →
Summary
iRhythm Technologies held its 2026 Annual Meeting on May 27, where shareholders approved several routine matters. Most notably, they greenlit a new equity incentive plan to replace the expiring 2016 plan, which will govern how the company compensates employees and executives with stock awards going forward. The strong 98% approval suggests shareholders are comfortable with management's compensation approach.
All nine directors were re-elected, and the company's auditor was ratified. One concern: the 8-K filing itself appears incomplete. Item 5.02, which typically discloses officer or director changes and compensation arrangements, contains only a header followed by the incomplete phrase 'As described in' with no further text. This could indicate a filing error or technical issue.
Retail investors should watch for an amended 8-K filing that completes the Item 5.02 disclosure. If the company intended to announce an executive departure, appointment, or new compensation arrangement, that information is currently missing and could be material depending on the nature of the change.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
8-K filing appears incomplete or truncated with no substantive disclosure provided.
Added in current filing · verify on EDGAR →
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As described in
The 8-K filing contains only a header for Item 5.02 (which covers officer/director changes and compensation arrangements) followed by the incomplete phrase 'As described in' with no further text. This suggests the filing is either truncated, corrupted, or incomplete. No actual disclosure of any departure, appointment, election, or compensatory arrangement can be determined from the provided text.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
iRhythm held its 2026 Annual Meeting, approving a new equity plan, charter amendment, director elections, auditor ratification, and executive compensation.
Added in current filing · verify on EDGAR →
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.
Shareholders approved a new equity incentive plan that replaces the prior 2016 plan. This plan will govern future stock-based compensation for employees and executives. The vote was 26,812,921 for versus 537,112 against, indicating strong shareholder support.
Show 3 minor / wording changes
Added in current filing · verify on EDGAR →
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: NomineeVotes ForVotes WithheldBroker Non-Votes C. Noel Bairey Merz, M.D.26,998,083357,3572,113,501 Quentin Blackford 27,304,57850,8622,113,501 Bruce Bodaken 20,263,0767,092,3642,113,501 Karen Ling 27,252,614102,8262,113,501 | Karen McGinnis 27,335,54419,8962,113,501 | Kevin O'Boyle 27,316,43239,0082,113,501 | Jason Patten 27,338,11017,3302,113,501 Abhijit Talwalkar 26,157,2951,198,1452,113,501 Brian Yoor 27,324,43531,0052,113,501
Nine directors were elected to serve one-year terms until the 2027 annual meeting. All nominees received majority support, with Bruce Bodaken receiving the lowest vote total at approximately 74% of votes cast. No director departures or unexpected board changes occurred.
Added in current filing · verify on EDGAR →
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.
Shareholders approved an amendment to the company's certificate of incorporation to remove a pass-through voting provision. This governance change received overwhelming support with 27,297,969 votes for versus only 21,366 against, representing approximately 99.9% approval among votes cast.
Added in current filing · verify on EDGAR →
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.
Shareholders ratified KPMG LLP as the independent auditor for fiscal year 2026. This is a routine annual vote with 29,446,860 votes in favor, representing over 99.9% approval.
Event · Item 9.01 — Financial Statements and Exhibits
iRhythm filed an 8-K to reference its 2026 Equity Incentive Plan and related award agreement forms, previously filed on Form S-8.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
2026 Equity Incentive Plan and the forms of award agreements thereunder
The company disclosed that its 2026 Equity Incentive Plan and related award agreement forms were filed as Exhibit 99.1 to Form S-8 on May 27, 2026. This is a procedural filing referencing the equity compensation plan documentation already submitted to the SEC.
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Figures/quotes linked to EDGAR · Narrative written by AI · May 29, 2026 · How we verify