Item 2.02. Results of Operations and Financial Condition.
On February 27, 2020, iRhythm Technologies, Inc. (the "Company") issued a press
release regarding its financial results for the fourth quarter and year ended
December 31, 2019. A copy of the press release is furnished as Exhibit 99.1 to
this Form 8-K.
This information is intended to be furnished under Item 2.02 of Form 8-K and
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 26, 2020, the Board of Directors, upon recommendation of its
Compensation Committee (the "Committee"), and in consultation with the Company's
independent compensation consultant, Compensia, Inc., approved various
compensation arrangements for the Company's named executive officers (the
"NEOs").
The Committee approved new base salary and bonus opportunity targets for fiscal
year 2020 for the NEOs. The table below sets forth the annual base salary and
annual target bonus for the NEOs that is effective as of February 24, 2020. The
bonus amounts will be determined based upon achievement of a mix of Company and
individual performance objectives pursuant to the Company's Executive Incentive
Compensation Plan, which was filed with the Securities and Exchange Commission
as Exhibit 10.5 to the Company's Registration Statement on Form S-1 on
October 7, 2016.
                                                    Annual Base     Annual Target
Name               Title                            Salary for      Bonus for
                                                    Fiscal Year     Fiscal Year
                                                    2020            2020
Kevin M. King      President, Chief Executive       $633,360        $633,360
                   Officer and Director
Matthew C. Garrett Chief Financial Officer          $402,428        $241,457
David A. Vort      Executive Vice President, Sales  $393,750        $295,313
Mark Day           Executive Vice President,        $369,304        $147,722
                   Research and Development


Departure of Officer.
On February 26, 2020, Karim Karti agreed to resign as Chief Operating Officer of
iRhythm Technologies, Inc., effective as of March 13, 2020.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.



Exhibit No.   Description
                Press Release of iRhythm Technologies, Inc. dated as of February 27,
99.1          2020.

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