IRHYTHM TECHNOLOGIES INC. 2023-2024 Proxy Voting Records

Description as filed by funds: To elect nine directors to serve until our 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Abhijit Y. Talwalkar

IRHYTHM TECHNOLOGIES INC.’s own tally for this item (“Elect Director: Abhijit Y. Talwalkar”): 24,920,442 for, 3,416,899 withheld, per its Form 8-K filed May 31, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following nominees were elected as directors to serve until the 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified:”
Support: 88% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 83 managers: 13,224,663 for, 496,173 withheld, 178,846 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 2 managers: 4,655,617 for.

Description as filed by funds: To elect nine directors to serve until our 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Brian Yoor

IRHYTHM TECHNOLOGIES INC.’s own tally for this item (“Elect Director: Brian Yoor”): 28,140,492 for, 196,849 withheld, per its Form 8-K filed May 31, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following nominees were elected as directors to serve until the 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified:”
Support: 99.3% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 85 asset managers below reported 13,889,081 for, 10,008 withheld, 717 abstained.

Showing the 25 largest of 85 asset managers. See all 85 in the interactive database.

Description as filed by funds: To elect nine directors to serve until our 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Bruce G. Bodaken

IRHYTHM TECHNOLOGIES INC.’s own tally for this item (“Elect Director: Bruce G. Bodaken”): 20,502,238 for, 7,835,103 withheld, per its Form 8-K filed May 31, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following nominees were elected as directors to serve until the 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified:”
Support: 72% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 85 asset managers below reported 11,607,619 for, 39 against, 1,763,089 withheld, 529,059 abstained.

Showing the 25 largest of 85 asset managers. See all 85 in the interactive database.

Description as filed by funds: To elect nine directors to serve until our 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Karen Ling

IRHYTHM TECHNOLOGIES INC.’s own tally for this item (“Elect Director: Karen Ling”): 27,171,913 for, 1,165,428 withheld, per its Form 8-K filed May 31, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following nominees were elected as directors to serve until the 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified:”
Support: 96% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 83 managers: 13,608,567 for, 112,269 withheld, 178,846 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 2 managers: 4,655,617 for.

Description as filed by funds: To elect nine directors to serve until our 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Mark J. Rubash

IRHYTHM TECHNOLOGIES INC.’s own tally for this item (“Elect Director: Mark J. Rubash”): 27,674,616 for, 662,725 withheld, per its Form 8-K filed May 31, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following nominees were elected as directors to serve until the 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified:”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 83 managers: 13,777,745 for, 121,220 withheld, 717 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 2 managers: 4,655,617 for.

Description as filed by funds: To elect nine directors to serve until our 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Mojdeh Poul

IRHYTHM TECHNOLOGIES INC.’s own tally for this item (“Elect Director: Mojdeh Poul”): 28,140,166 for, 197,175 withheld, per its Form 8-K filed May 31, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following nominees were elected as directors to serve until the 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified:”
Support: 99.3% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 85 asset managers below reported 13,889,081 for, 10,008 withheld, 717 abstained.

Showing the 25 largest of 85 asset managers. See all 85 in the interactive database.

Description as filed by funds: To elect nine directors to serve until our 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Quentin S. Blackford

IRHYTHM TECHNOLOGIES INC.’s own tally for this item (“Elect Director: Quentin S. Blackford”): 27,569,985 for, 767,356 withheld, per its Form 8-K filed May 31, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following nominees were elected as directors to serve until the 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified:”
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 83 managers: 13,760,222 for, 138,743 withheld, 717 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 2 managers: 4,655,617 for.

Description as filed by funds: To elect nine directors to serve until our 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Ralph Snyderman, M.D.

IRHYTHM TECHNOLOGIES INC.’s own tally for this item (“Elect Director: Ralph Snyderman, M.D.”): 27,629,539 for, 707,802 withheld, per its Form 8-K filed May 31, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following nominees were elected as directors to serve until the 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified:”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 85 asset managers below reported 13,889,066 for, 10,023 withheld, 717 abstained.

Showing the 25 largest of 85 asset managers. See all 85 in the interactive database.

Description as filed by funds: To elect nine directors to serve until our 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified: C. Noel Bairey Merz, M.D.

IRHYTHM TECHNOLOGIES INC.’s own tally for this item (“Elect Director: C. Noel Bairey Merz, M.D.”): 26,936,789 for, 1,400,552 withheld, per its Form 8-K filed May 31, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following nominees were elected as directors to serve until the 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified:”
Support: 95% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 83 managers: 13,609,284 for, 112,269 withheld, 178,129 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 2 managers: 4,655,617 for.

Description as filed by funds: TO APPROVE AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO LIMIT THE LIABILITY OF CERTAIN OF OUR OFFICERS AS PERMITTED PURSUANT TO RECENT AMENDMENTS TO THE DELAWARE GENERAL CORPORATION LAW.

IRHYTHM TECHNOLOGIES INC.’s own tally for this item (“4. Approval of an Amendment to our Amended and Restated Certificate of Incorporation”): 26,028,079 for, 2,279,930 against, per its Form 8-K filed May 31, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 84 asset managers below reported 12,990,527 for, 899,296 against, 10,008 abstained.

Showing the 25 largest of 84 asset managers. See all 84 in the interactive database.

Description as filed by funds: TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE NAMED EXECUTIVE OFFICER COMPENSATION.

IRHYTHM TECHNOLOGIES INC.’s own tally for this item (“3. Advisory Vote on the Compensation of our Named Executive Officers”): 13,811,197 for, 14,494,735 against — failed, per its Form 8-K filed May 31, 2024 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “The stockholders voted against, on a non-binding advisory basis, the approval of the compensation of our named executive officers.”
Support: 48.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 82 managers: 7,987,066 for, 7,601,623 against, 10,008 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 221 managers: 6,902,845 for, 12,915,108 against, 62,443 abstained, 5 not voted, 15,503 1 year. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: To select, on a non-binding advisory basis, whether future advisory votes on the compensation of our named executive officers should be every one, two, or three years.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 82 managers: 239,135 for, 10,008 abstained, 15,374,404 1 year, 350 3 year. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 213 managers: 395,418 for, 15,559 against, 29,243 abstained, 5 not voted, 18,035,734 1 year, 95,493 3 year. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024.

IRHYTHM TECHNOLOGIES INC.’s own tally for this item (“2. Ratification of the Appointment of Independent Registered Public Accounting Firm”): 29,700,605 for, 113,942 against — passed, per its Form 8-K filed May 31, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for its fiscal year ending December 31, 2024 was ratified.”
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 84 asset managers below reported 13,889,651 for, 172 against, 10,008 abstained.

Showing the 25 largest of 84 asset managers. See all 84 in the interactive database.