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AGM 2026

May 27, 2026

Summary

The meeting covered director elections, approval of the 2026 Equity Incentive Plan, amendments to governance documents, auditor ratification, and executive compensation. All proposals passed, and stockholder questions will be addressed post-meeting.

Operator

Welcome to the annual meeting for iRhythm Holdings, Inc. Our host for today's call is Abhijit Talwalkar, chairman of the board of directors. I will now turn the call over to your host. Abhijit, you may begin.

Abhijit Talwalkar
Chairman of the Board of Directors, iRhythm Holdings, Inc

Good morning, ladies and gentlemen. I am Abhijit Talwalkar, Chairman of the Board of Directors of iRhythm Holdings, and it is a pleasure to welcome you to our 2026 annual meeting of stockholders. I would now like to turn the meeting over to Quentin Blackford. Mr. Blackford, please go ahead.

Quentin Blackford
President and CEO, iRhythm Holdings, Inc

Good morning, ladies and gentlemen. My name is Quentin Blackford, President and Chief Executive Officer, and I will serve as the Chairman of iRhythm's 2026 annual meeting of stockholders, which I now call to order. We are pleased to be hosting our annual meeting virtually, which facilitates increased stockholder access and lower costs. Please note that this event is being recorded. On the line today are members of our Board of Directors and various members of our executive leadership team. Susan Kraus, our Corporate Secretary, will act as the Secretary of the meeting and keep the minutes. Representing our independent accountants, KPMG LLP, is Emad Fareed. The agenda for this meeting is as follows. First, I will provide an overview of certain matters relating to this meeting. Next, the proposals that are subject to this meeting will be put before the meeting, and the polls will open.

After a sufficient period of time, the polls will close, and any votes cast at the meeting today will be recorded by the Inspector of Election, concluding the formal business of the meeting. The meeting will then be adjourned. I'm pleased to introduce Susan Miller, who has been engaged to serve as the Inspector of Election for this meeting. She has taken an oath of office, which oath will be filed with the minutes of this meeting. Affidavits of mailing were prepared certifying the due mailing of the notice of the meeting to holders of iRhythm's common stock as of the close of business on April 1st, 2026, the record date for this meeting. The affidavits will also be filed with the minutes of this meeting.

The certified list of the holders of iRhythm's common stock at the close of business on the record date was prepared and certified by Equiniti Trust Company as transfer agent and registrar for iRhythm's common stock. As of the record date, there were 32,853,772 shares of iRhythm's common stock outstanding. The certified list of stockholders will be filed with the records of the company and will be available for inspection by any stockholder for purposes related to this meeting. The Inspector of Election has reviewed the proxies delivered to date and has advised us that based on her review, the majority of the outstanding shares entitled to vote at the meeting are present in person or by proxy.

Accordingly, a quorum is present, and this meeting is properly constituted for the transaction of the business for which it has been called and as stated in the notice of meeting. A quorum being present, I declare that this meeting has been duly called, and we are able to transact business. Each stockholder is entitled to one vote for each share of iRhythm's common stock held in the stockholder's name on the books of the company at the close of business on the record date of this meeting. The voting today is by electronic voting. Any stockholder who has not voted or wishes to change their vote and is logged into the virtual meeting website using their control number may do so by clicking on the Vote Here link on the webcast portal and following the instructions there.

Stockholders who have sent in proxies or previously voted via the internet or by phone and who do not wish to change their vote do not need to take further action. Their votes will be counted automatically. If you have logged into the virtual meeting website as a guest, you will not be able to cast a vote or ask a question today through the virtual meeting website. After the matters of the business that are the subject of this meeting have been introduced and considered by all stockholders, I will announce the closing of the polls and all of the matters at this meeting, and there will be a brief question and answer period. We will now consider the five proposals to be brought before this meeting as set forth in the notice of the meeting.

The first item of formal business to be considered at this meeting is the election of nine directors. If elected, each of the candidates nominated for election at this meeting will serve a one-year term expiring at the 2027 annual meeting of stockholders. The following nine individuals have been nominated by the board of directors: Quentin Blackford, Abhijit Talwalkar, Noel Bairey Merz, MD, Bruce Bodaken, Karen Ling, Karen McGinnis, Kevin O'Boyle, Jason Patten, Brian Yoor. The second item of formal business to be considered at this meeting is to approve the adoption of the iRhythm 2026 Equity Incentive Plan as described in the proxy statement. The third proposal is to approve the adoption of the amended and restated certificate of incorporation of iRhythm Technologies to remove the pass-through voting provision.

The fourth item of formal business to be considered at this meeting is to ratify the selection by the audit committee of the board of directors of KPMG LLP as iRhythm's independent registered public accounting firm to audit iRhythm's financial statements for our fiscal year ending December 31st, 2026. The fifth item of formal business to be considered is to hold a non-binding advisory vote on an advisory resolution to approve the compensation of our named executive officers. We will proceed to vote. It is now 9:05 A.M. Pacific Time on Wednesday, May 27th, 2026. The polls are now open for the next minute for voting on all of the proposals brought before the meeting. Until the polls close on the proposals, any stockholder may revoke or change his or her prior vote on any matter.

However, upon the closing of the polls on any matters, no ballots, proxies, or votes, nor any revocations or changes will be accepted with respect to those matters. It is now 9:06 A.M. Pacific Time on Wednesday, May 27th, 2026. I hereby declare the polls closed. The Inspector of Election will count the votes. I now call on the Inspector of Election to report the preliminary results on the proposals submitted at the meeting.

Susan Miller
Inspector of Election, iRhythm Holdings, Inc

Mr. Chairman, based on the preliminary results, each of the proposals numbered one through five has received the requisite number of votes needed to pass. I will now turn the call over to the Chairman to conclude the meeting.

Quentin Blackford
President and CEO, iRhythm Holdings, Inc

Thank you all for attending iRhythm's 2026 annual stockholders meeting. This concludes the stockholders meeting. Any questions submitted by a stockholder will be answered in follow-up directly with the stockholder after the meeting.

Operator

As stated, this concludes iRhythm's 2026 annual stockholder meeting. Thank you and have a great day.