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): June 1, 2023

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.

Effective as of June 1, 2023, the Board of Directors (the “Board”) of iRhythm Technologies, Inc. (the “Company”) elected each of Mojdeh Poul and Brian Yoor as a director of the Board and member of the Audit Committee of the Board. Each of Ms. Poul and Mr. Yoor shall hold office for a term expiring at the 2024 Annual Meeting of the Company’s stockholders.

There is no arrangement or understanding between either of Ms. Poul or Mr. Yoor and any other persons pursuant to which either Ms. Poul or Mr. Yoor was selected as a director. Neither Ms. Poul nor Mr. Yoor is a party to, nor does either Ms. Poul or Mr. Yoor have any direct or indirect material interest in any transaction with the Company required to be disclosed under Item 404(a) of Regulation S-K. The Board determined that each of Ms. Poul and Mr. Yoor qualifies as an independent director pursuant to the Securities Act of 1933, as amended, and the listing standards of the Nasdaq Stock Market, in each case as currently in effect and meets the further audit committee standards required by Securities and Exchange Commission (“SEC”) Rule 10A-3. Each of Ms. Poul and Mr. Yoor will also enter into the Company’s standard form of indemnity agreement for its directors and executive officers, which was filed as Exhibit 10.1 to the Company’s Registration Statement (File No. 333-213773) filed with the SEC on September 23, 2016.

Consistent with the Company’s compensation policy for non-employee directors (the “Director Compensation Policy”), upon appointment, each of Ms. Poul and Mr. Yoor was granted an initial retainer grant of restricted stock units with a fair value of $300,000 vesting annually over the three years following June 1, 2023. Each of Ms. Poul and Mr. Yoor will also receive the customary annual compensation paid to non-employee directors in the form of a cash retainer, paid quarterly in arrears, for their service on the Board and the Audit Committee in an amount consistent with the Director Compensation Policy (currently $50,000 per year for service on the Board and $10,000 per year for service on the Audit Committee) and a grant of restricted stock units at our 2024 Annual Meeting of the Company’s stockholders with a grant date fair value of $180,000, vesting on the date of the first annual stockholder meeting thereafter. The initial retainer grant will be issued under the Company’s 2016 Equity Incentive Plan and will accelerate in full upon a change of control.

Item 7.01. Regulation FD Disclosure.

The Company announced the election of each of Ms. Poul and Mr. Yoor to the Board in a press release furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

Number	Description
99.1	Press release dated June 6, 2023
104	Cover Page Interactive Data File (formatted as Inline XBRL)

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: June 6, 2023	By:	/s/ Brice Bobzien
		Brice Bobzien
		Chief Financial Officer

EX-99.1

Exhibit 99.1

iRhythm Technologies Further Strengthens its Board of Directors

with Two New Independent Director Appointments

SAN FRANCISCO, JUNE 6, 2023 (GLOBE NEWSWIRE) – iRhythm Technologies, Inc.(NASDAQ:IRTC), a leading digital health care company focused on creating trusted solutions that detect, predict, and prevent disease, today announced the appointment of Mojdeh Poul and Brian Yoor as directors to its Board effective June 1, 2023.

“On behalf of the entire iRhythm team, I am thrilled to welcome Mojdeh and Brian to our Board of Directors,” said Quentin Blackford, iRhythm’s President and CEO. “Both bring extensive operational experience, strong financial acumen, and public company leadership across the global healthcare and medical technology sectors. We believe their proven track record of delivering results and building sustainable long-term value within healthcare will further strengthen our Board’s depth of expertise and unique perspectives as we continue to scale on a global basis.”

With their appointment to the Board of Directors, both Ms. Poul and Mr. Yoor have also been appointed to serve as members of the Company’s Audit Committee. These additions expand iRhythm’s Board to nine directors, eight of whom are independent members.

“Mojdeh is an accomplished, purpose-driven healthcare executive and is recognized for her experience in accelerating growth through portfolio transformation and reliably delivering results through diverse, high-performance leadership teams. Brian is a seasoned global financial executive and has led multi-national companies through transformative periods that have led to sustainable financial strength, business growth and value creation,” said Abhi Talwalkar, Chairman of the Board of Directors. “Mojdeh and Brian’s deep industry knowledge and experience will be invaluable in guiding us to grow our business, efficiently scale our operations and deliver on the significant growth opportunity ahead.”

About Mojdeh Poul

Mojdeh Poul is an accomplished healthcare executive with over thirty years of extensive experience leading global businesses and operations in large multinational organizations. Most recently, Ms. Poul served as the Executive Vice President and Group President of 3M Healthcare Business from April 2019 to June 2022. In this role, she led the global P&L, strategy, manufacturing and commercial operations, and R&D for the $8.6B Healthcare Business Group. Ms. Poul joined 3M in April of 2011 and held multiple leadership roles throughout her tenure, including as Executive Vice President of Safety & Graphics Business Group, as President of 3M Canada, and as President of two divisions within the 3M Healthcare Business Group.

Prior to 3M, Ms. Poul held global business leadership roles of increasing responsibility with leading global medical technology companies, including Medtronic, ev3, Boston Scientific, and Teleflex Medical. In these roles, she led formulation and implementation of market development strategies to drive global growth and penetration of neuromodulation and emerging cardiovascular therapies. Deployed strategies included generation of world class clinical evidence and health economics data, physician education and referral development programs, and direct to patient marketing.

Ms. Poul has served on the Board of Stanley Black and Decker since February of 2021, where she is a member of the Audit and Talent & Compensation Committees. She holds an MBA from University of North Carolina at Chapel Hill as well as a Master of Engineering and Bachelor of Science in Mechanical Engineering from University of Louisville.

Exhibit 99.1

About Brian Yoor

Brian Yoor is an accomplished global financial executive with over three decades of leadership experience in strategy, finance, operations, investor relations, acquisitions and integrations, and organizational development for healthcare and start-up companies. Brian spent most of his career at Abbott, where he concluded his career as Chief Financial Officer. Prior to that, he held multiple leadership roles including Division Controller for multiple business units, and Vice President of investor relations. During his tenure at Abbott, Brian successfully built and led a performance culture and transformative change in the areas of capital allocation, enterprise-wide cash flow, and investor relations.

Mr. Yoor serves as Chairman of the Board for Covira Surgical, a biotech start-up in the microbiome space, and he previously served as the founding Chairman and an Operating Partner at Portal Innovations, a unique venture capital company for early life science start-ups. He attended the University of Toledo, where he earned his Bachelor of Business Administration in Accounting.

About iRhythm Technologies, Inc.

iRhythm is a leading digital health care company that creates trusted solutions that detect, predict, and prevent disease. Combining wearable biosensors and cloud-based data analytics with powerful proprietary algorithms, iRhythm distills data from millions of heartbeats into clinically actionable information. Through a relentless focus on patient care, iRhythm’s vision is to deliver better data, better insights, and better health for all.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These statements include statements relating to growth expectations and personnel matters. Such statements are based on current assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties, many of which are beyond our control, include risks described in the section entitled “Risk Factors” and elsewhere in our filings made with the Securities and Exchange Commission on Forms 10-K and 10-Q. These forward-looking statements speak only as of the date hereof and should not be unduly relied upon. iRhythm disclaims any obligation to update these forward-looking statements.

Investor Relations Contact

Stephanie Zhadkevich

(919) 452-5430

investors@irhythmtech.com

Media Contact

Saige Smith

(262) 289-7065

irhythm@highwirepr.com

XML

Cover	Jun. 01, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 01, 2023
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