iRhythm (IRTC) shareholders approve 2026 equity plan, directors and auditor
Rhea-AI Filing Summary
iRhythm Holdings, Inc. reported results of its 2026 Annual Meeting of Stockholders held on May 27, 2026. Stockholders approved the new 2026 Equity Incentive Plan, which replaces the 2016 plan and had previously been approved by the board, and all nine director nominees were elected to serve until the 2027 annual meeting.
Stockholders also approved an amended and restated certificate of incorporation for iRhythm Technologies, Inc. to remove the pass‑through voting provision, ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, and supported, on a non‑binding advisory basis, the compensation of the company’s named executive officers.
Positive
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8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Shares represented at meeting: 29,468,941 shares
Voting participation: 89.69%
Votes for 2026 Equity Plan: 26,812,921 votes
+4 more
7 metrics
Shares represented at meeting
29,468,941 shares
Common stock present or by proxy at 2026 annual meeting
Voting participation
89.69%
Percent of common shares entitled to vote as of April 1, 2026
Votes for 2026 Equity Plan
26,812,921 votes
Proposal 2 approval of 2026 Equity Incentive Plan
Votes for charter amendment
27,297,969 votes
Proposal 3 Amended and Restated Certificate of Incorporation
Votes for auditor ratification
29,446,860 votes
Proposal 4 ratification of KPMG LLP for fiscal year 2026
Votes for say-on-pay
26,185,232 votes
Proposal 5 advisory approval of named executive officer compensation
Broker non-votes key proposals
2,113,501 votes
Broker non-votes on Proposals 1–3 and 5
Key Terms
2026 Equity Incentive Plan, broker non-votes, Amended and Restated Certificate of Incorporation, independent registered public accounting firm, +1 more
5 terms
2026 Equity Incentive Plan financial
"stockholders approved the iRhythm Holdings, Inc. 2026 Equity Incentive Plan (the “2026 Plan”)"
broker non-votes financial
"Votes For | Votes Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Amended and Restated Certificate of Incorporation regulatory
"Approval of the Amended and Restated Certificate of Incorporation of iRhythm Technologies, Inc."
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
independent registered public accounting firm regulatory
"the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
non-binding advisory basis financial
"The stockholders approved, on a non-binding advisory basis, the compensation"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did iRhythm Holdings (IRTC) stockholders approve at the 2026 annual meeting?
Stockholders approved the 2026 Equity Incentive Plan, elected all director nominees, amended the certificate of incorporation to remove a pass‑through voting provision, ratified KPMG LLP as auditor, and supported executive compensation on an advisory basis.
Were all iRhythm (IRTC) director nominees elected at the 2026 meeting?
All nine nominees, including C. Noel Bairey Merz, Quentin Blackford, Bruce Bodaken, and others, were elected to serve until the 2027 annual meeting or until their successors are duly elected and qualified, based on majority support in the voting results.
What was the voting outcome on iRhythm’s 2026 Equity Incentive Plan?
The 2026 Equity Incentive Plan received 26,812,921 votes for, 537,112 votes against, 5,407 abstentions, and 2,113,501 broker non‑votes, resulting in stockholder approval of the new plan, which replaces the prior 2016 equity incentive plan.
Did iRhythm (IRTC) stockholders ratify KPMG as the independent auditor?
Stockholders ratified KPMG LLP as iRhythm’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 29,446,860 votes for, 16,853 against, and 5,228 abstentions, and no broker non‑votes reported on this proposal.
How did iRhythm (IRTC) stockholders vote on executive compensation?
On a non‑binding advisory basis, stockholders approved the compensation of iRhythm’s named executive officers, with 26,185,232 votes for, 421,655 votes against, 748,553 abstentions, and 2,113,501 broker non‑votes recorded on the say‑on‑pay proposal.