UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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(State or other jurisdiction of incorporation) |
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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 (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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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).
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Emerging growth company |
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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 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As described in Item 5.07 below, Impinj, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”) on June 6, 2024. At the Annual Meeting, the Company’s stockholders approved the amendment of the Company’s amended and restated certificate of incorporation to limit the liability of certain officers of the Company as permitted by Delaware law. A certificate of amendment to the amended and restated certificate of incorporation was filed with the office of the Secretary of State of the State of Delaware on June 6, 2024, and is effective as of that date. The foregoing description of the Company’s amended and restated certificate of incorporation is qualified in its entirety to the full text of the amended and restated certificate of incorporation attached as Exhibit 3.1 and incorporated by reference.
Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
On Thursday, June 6, 2024, the Company held the Annual Meeting at 9:00 a.m., Pacific Time. At the Annual Meeting, 22,703,980 shares of the Company’s common stock, or approximately 81.91% of the 27,717,098 shares of common stock entitled to vote, were present in person or by proxy and voted on the following four proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 24, 2024.
Proposal 1. Election of Directors
The stockholders elected as directors the seven individuals listed below to serve until the Company’s 2025 annual meeting of stockholders, or until their successors are duly elected and qualified. The voting results were as follows:
Name |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
Daniel Gibson |
21,017,537 |
36,567 |
219,700 |
1,430,176 |
Umesh Padval |
20,621,026 |
566,604 |
86,175 |
1,430,175 |
Steve Sanghi |
17,893,092 |
3,295,808 |
84,904 |
1,430,176 |
Cathal Phelan |
21,173,321 |
82,909 |
17,574 |
1,430,176 |
Meera Rao |
20,730,042 |
526,880 |
16,881 |
1,430,177 |
Chris Diorio, Ph.D. |
21,238,456 |
19,486 |
15,863 |
1,430,175 |
Miron Washington |
21,226,722 |
29,822 |
17,260 |
1,430,176 |
Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The voting results were as follows:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
22,672,112 |
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15,745 |
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16,123 |
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Proposal 3. Advisory Vote on Compensation of Named Executive Officers (“Say-On-Pay”)
The stockholders approved a proposal for the approval, on an advisory basis, of the compensation of the Company’s named executive officers. The voting results were as follows:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
19,835,846 |
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1,412,385 |
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25,574 |
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1,430,175 |
Proposal 4. Amendment of Amended and Restated Certificate of Incorporation
The stockholders approved a proposal for the amendment of the Company’s amended and restated certificate of incorporation to limit the liability of certain officers of the Company as permitted by Delaware law. The voting results were as follows:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
20,667,176 |
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583,595 |
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23,032 |
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1,430,177 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
3.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Impinj, Inc. |
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By: |
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/s/ Chris Diorio |
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Chris Diorio Chief Executive Officer |
Date: June 7, 2024