iRhythm Technologies (IRTC) Proxy filing summary

Voting matters and shareholder proposals

• Election of nine directors to serve until the 2027 annual meeting or until successors are elected and qualified.

• Approval of the 2026 Equity Incentive Plan.

• Approval of the Amended and Restated Certificate of Incorporation to remove the pass-through voting provision.

• Ratification of KPMG LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Advisory vote to approve named executive officer compensation.

Board of directors and corporate governance

• Nine director nominees are presented for election, including C. Noel Bairey Merz, M.D., Quentin Blackford, Bruce Bodaken, Karen Ling, Karen McGinnis, Kevin O'Boyle, Jason Patten, Abhijit Talwalkar, and Brian Yoor.

Executive compensation and say-on-pay

• Advisory vote is proposed to approve compensation for named executive officers.