irtc-defa14a_20190522.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐		Definitive Proxy Statement

☒		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-2

IRHYTHM TECHNOLOGIES, INC.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:


☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:

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IRHYTHM TECHNOLOGIES, INC.

SUPPLEMENT TO THE PROXY STATEMENT

FOR THE 2019 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 22, 2019

This proxy statement supplement, dated May 15, 2019, supplements the definitive proxy statement (“Proxy Statement”) of iRhythm Technologies, Inc. (the “Company”) relating to the Company’s Annual Meeting of Stockholders to be held on Wednesday, May 22, 2019 at 2:00 p.m. Pacific time, at the Company’s offices located at 650 Townsend Street, Suite 500, San Francisco, California, 94103. This supplement should be read in conjunction with the Proxy Statement.

Section 16(a) Beneficial Ownership Reporting Compliance

The following supplemental information should be read in conjunction with the information contained in the Proxy Statement under this caption:

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One Form 4 report for each of Mark J. Rubash, Raymond W. Scott, Bruce G. Bodaken, Abhijit Y. Talwalkar, Ralph Snyderman and C. Noel Bairey-Merz in connection with a grant of restricted stock units was filed seven business days late on June 6, 2018 (and in the case of Mr. Rubash, eight business days late on June 7, 2018).

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One Form 4 report for C. Noel Bairey-Merz in connection with a grant of restricted stock units was filed eleven business days late on April 26, 2018.

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One Form 3 report for C. Noel Bairey-Merz was filed seven calendar days late on April 26, 2018.