iRhythm Technologies Announces Board Changes and Agreements
Ticker: IRTC · Form: 8-K · Filed: Nov 14, 2024 · CIK: 1388658
Sentiment: neutral
Topics: governance, agreement, personnel-change
Related Tickers: IRTC
TL;DR
iRhythm shakes up board, names new execs, signs new deal.
AI Summary
On November 7, 2024, iRhythm Technologies, Inc. filed an 8-K report detailing several key events. The company entered into a material definitive agreement, announced the departure of directors and certain officers, elected new directors, appointed new officers, and updated its code of ethics. The filing also includes financial statements and exhibits.
Why It Matters
Changes in board composition and executive appointments can signal shifts in company strategy or governance, while new agreements may impact future financial performance.
Risk Assessment
Risk Level: medium — Board and executive changes, along with new agreements, can introduce uncertainty and potential strategic shifts that may affect the company's future performance.
Key Players & Entities
- iRhythm Technologies, Inc. (company) — Registrant
- November 7, 2024 (date) — Date of earliest event reported
FAQ
What specific material definitive agreement did iRhythm Technologies enter into?
The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the provided text.
Who are the departing directors and officers of iRhythm Technologies?
The filing states that there was a departure of directors or certain officers, but their names are not specified in the provided text.
Who were elected as new directors and appointed as new officers?
The filing mentions the election of directors and appointment of officers, but their identities are not disclosed in the provided text.
What specific amendments were made to iRhythm Technologies' code of ethics?
The filing notes amendments to the Registrant's Code of Ethics, or waiver of a provision of the Code of Ethics, but the specific changes are not detailed in the provided text.
What financial statements and exhibits are included with this 8-K filing?
The filing lists 'Financial Statements and Exhibits' as an item, but the specific content of these documents is not detailed in the provided text.
Filing Stats: 868 words · 3 min read · ~3 pages · Grade level 12.2 · Accepted 2024-11-13 18:27:36
Key Financial Figures
- $0.001 — ich registered Common Stock, Par Value $0.001 Per Share IRTC The NASDAQ Global Select
Filing Documents
- irtc-20241107.htm (8-K) — 27KB
- irtc-2016equityincentivepl.htm (EX-10.1) — 135KB
- 0001388658-24-000176.txt ( ) — 312KB
- irtc-20241107.xsd (EX-101.SCH) — 2KB
- irtc-20241107_lab.xml (EX-101.LAB) — 22KB
- irtc-20241107_pre.xml (EX-101.PRE) — 13KB
- irtc-20241107_htm.xml (XML) — 3KB
01. Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement. On November 7, 2024, the Board of Directors of iRhythm Technologies, Inc. (the "Company"), upon the recommendation of the Compensation and Human Capital Management Committee of the Board of Directors, approved an amendment (the "Plan Amendment") of the Company's 2016 Equity Incentive Plan (the "2016 Plan") to remove the provision of the 2016 Plan that provides for an automatic annual increase in shares of the Company's common stock reserved and available for issuance thereunder (the "Evergreen Provision"). No other changes were made to the 2016 Plan. A description of the material terms and conditions of the 2016 Plan were previously reported in the Company's registration statement on Form S-1 declared effective by the U.S. Securities and Exchange Commission on October 10, 2016, and are incorporated herein by reference. The foregoing is qualified in its entirety by reference to the full text of the 2016 Plan, as amended, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information set forth under Item 1.01 regarding the Amendment of the 2016 Plan is incorporated by reference into this Item 5.02.
05. Amendment to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics
Item 5.05. Amendment to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics. On November 7, 2024, the Board of Directors of the Company, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors, approved various amendments to the Company's Code of Conduct. The Code of Conduct applies to all of the Company's employees, including the Company's principal executive officer, principal financial officer, principal accounting officer, controller, and persons performing similar functions. The Company reviews the Code of Conduct periodically and amends the Code of Conduct as appropriate. The approval of the amendments to the Code of Conduct did not relate to or result in any waiver, whether explicit or implicit, of any provision of the prior version of the Code of Conduct. The revised Code of Conduct, among other things, modernizes and makes the document more user friendly, highlights the increased responsibility of managers, incorporates refreshed values and policies to support the Company's business, clarifies the relationship of the Company's initiatives related to human rights and trade compliance and the Company's operations and supply chain, and clarifies certain quality, privacy and security policies and the importance of the foregoing to the Company's customers. The foregoing is subject to and qualified in its entirety by reference to the full text of the Code of Conduct, as amended, which can be found on the Company's website at www.irhythmtech.com under "Company – Investor Relations - Governance – Governance Documents and Charters – Code of Conduct." The contents of the Company's website are not incorporated by reference in this report.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 10.1 2016 Equity Incentive Plan (EIP) as amended November 7, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. IRHYTHM TECHNOLOGIES, INC. Date: November 13, 2024 By: /s/ Daniel Wilson Daniel Wilson Chief Financial Officer