8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 8-K 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 23, 2020

iRhythm Technologies, Inc.

(Exact name of Registrant as specified in its charter) 

Delaware	001-37918	20-8149544
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

699 8th Street, Suite 600

San Francisco, California 94103

(Address of principal executive office) (Zip Code)

(415) 632-5700

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, Par Value $0.001 Per Share	IRTC	The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of Director; Appointment of Committee Member

On April 23, 2020, the Board of Directors (the “Board”) of iRhythm Technologies, Inc. (the “Company”) approved an increase in the size of the Board by one director, from seven to eight directors, and elected Renee Budig to the Board, effective April 23, 2020. Ms. Budig will serve in the class of directors whose term expires at the annual meeting of stockholders to be held in 2021. In addition, the Board appointed Ms. Budig as a member of the Audit Committee of the Board, effective April 23, 2020.

Ms. Budig has served as a member of the Board of Directors and as Chair of the Audit Committee of Chegg, Inc. since November 2015. Since September 2012, Ms. Budig has served as the Executive Vice President and Chief Financial Officer of CBS Interactive, a division of ViacomCBS, the world’s largest publisher of premium digital content and a perennial top 10 Internet company. Previously, Ms. Budig served as Chief Financial Officer of Hightail, Inc. (formerly branded YouSendIt and acquired by OpenText), a cloud service that allowed users to send, receive, digitally sign and synchronize files. Prior, Ms. Budig was the Vice President of Finance at Netflix, Inc. and the Vice President of Finance for Veritas Software. Ms. Budig holds a B.S. in Business Administration from the University of California, Berkeley.

As a director, Ms. Budig will participate in the compensation program applicable to all non-employee directors, which is described under the heading “Director Compensation” in the Company’s Definitive Proxy Statement relating to the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 25, 2019.

Ms. Budig is expected to execute the Company’s standard form of indemnification agreement, a copy of which has been filed as

Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-213773) filed with the Securities and Exchange Commission on September 23, 2016.

There is no arrangement or understanding between Ms. Budig and any other person pursuant to which Ms. Budig was elected as a director of the Company. There are no family relationships between Ms. Budig and any director or executive officer of the Company, and, other than as described above, no transactions involving Ms. Budig that would require disclosure under Item 404(a) of Regulation S-K.

On April 23, 2020, the Company issued a press release announcing appointment of Ms. Budig to the Board as directors. The press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of iRhythm Technologies, Inc. dated as of April 23, 2020.

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, thereunto duly authorized.

	IRHYTHM TECHNOLOGIES, INC.
Date: April 24, 2020	By:	/s/ Kevin M. King
		Kevin M. King
		Chief Executive Officer

EX-99.1

Exhibit 99.1

iRhythm Technologies Announces the Appointment of Renee Budig to its Board of Directors

SAN FRANCISCO, April 23, 2020 -- iRhythm Technologies, Inc. (NASDAQ: IRTC), a leading digital health care solutions company focused on the advancement of cardiac care, today announced the appointment of Renee Budig to its Board of Directors effective April 23, 2020. Ms. Budig was appointed as a Class II director and will also serve on the Audit Committee.

“On behalf of the iRhythm team, I am delighted to welcome Renee to our Board of Directors,” said Kevin King, CEO. “Renee has a very strong finance and operations background as a leader and advisor to a number of successful technology companies. Renee will fill a key role in bringing additional experience and perspectives to iRhythm. We are looking forward to Renee’s contributions to guide iRhythm to continued success and help us scale our operations.”

On her appointment, Ms. Budig commented, “I am thrilled to join the Board of iRhythm, a recognized leader in the digital health space. iRhythm has shown a track record of innovation and is changing the status quo in cardiac monitoring. I am looking forward to contributing my expertise and helping iRhythm continue to grow and scale their digital health platform.”

Following the appointment of Ms. Budig, iRhythm’s Board is comprised of eight directors.

About Renee Budig

Ms. Budig has served as a member of the Board of Directors and as Chair of the Audit Committee of Chegg, Inc. since November 2015. Since September 2012, Ms. Budig has served as the Executive Vice President and Chief Financial Officer of CBS Interactive, a division of ViacomCBS, the world’s largest publisher of premium digital content and a perennial top 10 Internet company. Previously, Ms. Budig served as Chief Financial Officer of Hightail, Inc. (formerly branded YouSendIt and acquired by OpenText), a cloud service that allowed users to send, receive, digitally sign and synchronize files. Prior, Ms. Budig was the Vice President of Finance at Netflix, Inc. and the Vice President of Finance for Veritas Software. Ms. Budig holds a B.S. in Business Administration from the University of California, Berkeley.

About iRhythm Technologies, Inc.

iRhythm is a leading digital health care company redefining the way cardiac arrhythmias are clinically diagnosed. The company combines wearable biosensor devices worn for up to 14 days and cloud-based data analytics with powerful proprietary algorithms that distill data from millions of heartbeats into clinically actionable information. The company believes improvements in arrhythmia detection and characterization have the potential to change clinical management of patients.

Investor Relations Contact:	Media Contact:
Lynn Pieper Lewis or Leigh Salvo	Saige Smith
(415) 937-5404	(262) 289-7065
investors@irhythmtech.com	irhythm@highwirepr.com

XML

Document and Entity Information Document	Apr. 23, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 23, 2020
Entity Registrant Name	iRhythm Technologies, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37918
Entity Tax Identification Number	20-8149544
Entity Address, Address Line One	699 8th Street
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94103
City Area Code	415
Local Phone Number	632-5700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, Par Value $0.001 Per Share
Trading Symbol	IRTC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001388658
Amendment Flag	false