iRhythm Technologies (IRTC) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 27, 2026, to be held virtually, with all stockholders encouraged to vote electronically or by mail.

• Key proposals include election of nine directors, approval of a new equity incentive plan, amendment of a subsidiary charter, ratification of a new auditor, and a say-on-pay advisory vote.

• Company highlights include 26.2% revenue growth in 2025, first positive GAAP net income quarter, and significant expansion in primary care and international markets.

• Ongoing focus on innovation, operational efficiency, and sustainability, with recognition from third-party organizations for corporate responsibility.

Voting matters and shareholder proposals

• Election of nine directors for one-year terms.

• Approval of the 2026 Equity Incentive Plan, reserving 1,690,000 shares and eliminating the evergreen provision.

• Amendment to remove a pass-through voting provision from the subsidiary's certificate of incorporation.

• Ratification of KPMG LLP as the new independent registered public accounting firm for 2026, replacing PwC.

• Advisory vote on executive compensation (say-on-pay).

Board of directors and corporate governance

• Board consists of nine members, 89% independent, with diverse backgrounds and 56% female or ethnically diverse.

• Annual board and committee self-evaluations, robust nomination and succession planning, and regular stockholder engagement.

• Independent Chairman and all committees composed of independent directors.

• Board leadership structure allows flexibility; regular executive sessions held without management.