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): February 1, 2022

Impinj, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37824	91-2041398
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

400 Fairview Avenue North, Suite 1200

Seattle, Washington 98109

(Address of Principal Executive Offices, and Zip Code)

(206) 517-5300

(Registrant’s Telephone Number, Including Area Code)

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(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	PI	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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

On February 1, 2022, the Board of Directors (the “Board”) of Impinj, Inc. (the “Company”) set the size of the Board to nine directors and appointed Meera Rao to serve as a director, with an initial term expiring at the Company’s next annual meeting of stockholders. There are no arrangements or understandings between Ms. Rao, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Ms. Rao was selected as a director. There are no related party transactions between the Company and Ms. Rao (or any of her immediate family members) requiring disclosure under Item 404(a) of Regulation S-K. Ms. Rao does not have any family relationships with any of the Company’s directors or executive officers. In connection with her appointment, Ms. Rao will enter into a standard indemnification agreement in the form previously approved by the Board.

Additionally, the Board approved an amended and restated outside director compensation policy, effective as of February 1, 2022 (the “Amended Policy”), which increases each outside director’s initial equity compensation and annual compensation to $175,000 per annum. The foregoing is a summary of the Amended Policy and is qualified by reference to the Amended Policy, a copy of which is included in Exhibit 99.1 hereto. Ms. Rao will participate in the Amended Policy.

Additionally, on February 1, 2022, each of Theresa Wise and Peter van Oppen, the Company’s Board Chair, notified the Board that they each decided to decline to stand for re-election at the Company’s 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”), but that they would continue to serve as directors until the 2022 Annual Meeting. With the recommendation of the Company’s nominating committee and the approval of the Board, director Steve Sanghi will assume the role of Board Chair following the end of Mr. van Oppen’s term.

Additionally, on February 1, 2022, the Board appointed Hussein Mecklai as the Company’s Chief Operating Officer, effective February 6, 2022. Mr. Mecklai, age 49, has served as the Company’s Executive Vice President, Engineering since February 2019. Before joining the Company, he held various positions at Intel Corporation from 2013 to 2018, including Vice President Platform Engineering Group and General Manager Product Architecture Group from February 2016 until December 2018. Mr. Mecklai holds a BS in electrical engineering from Lafayette College, and a MS in electrical engineering from Lehigh University.

In connection with Mr. Mecklai’s promotion to Chief Operating Officer, the compensation committee of the Board approved a new annual base salary for Mr. Mecklai of $390,000 per annum. Mr. Mecklai is otherwise continuing under the terms of his existing compensation arrangement with the Company.

There are no arrangements or understandings between Mr. Mecklai and any other persons pursuant to which he was appointed Chief Operating Officer. There are also no family relationships between Mr. Mecklai and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. In connection with his appointment, Mr. Mecklai will enter into a standard indemnification agreement in the form previously approved by the Board.

A copy of the press releases announcing Ms. Rao’s appointment to the Board and Mr. Mecklai’s appointment as Chief Operating Officer are attached as Exhibits 99.2 and 99.3 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
99.1	Impinj, Inc. Amended and Restated Outside Director Compensation Policy
99.2	Press Release, dated as of February 3, 2022
99.3	Press Release, dated as of February 3, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

	Impinj, Inc.
Date: February 3, 2022	By:	/s/ Chris Diorio
		Chris Diorio
		Chief Executive Officer

EX-99.1

Exhibit 99.1

IMPINJ, INC.

OUTSIDE DIRECTOR COMPENSATION POLICY

(as amended February 1, 2022 (the “Effective Date”))

Impinj, Inc. (the “Company”) believes that the granting of cash compensation and equity to members of its Board of Directors (the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract, retain, and reward Directors who are not employees of the Company (the “Outside Directors”). This Outside Director Compensation Policy (the “Policy”) is intended to formalize the Company’s policy regarding grants of cash compensation and equity to its Outside Directors. Unless defined in this Policy, capitalized terms are defined in the Company’s 2016 Equity Incentive Plan, as may be amended from time to time (the “Plan”). Each Outside Director is solely responsible for any tax obligations he or she incurs from the receipt of any compensation under this Policy.

1. CASH RETAINERS

Annual Cash Retainer

Each Outside Director will be paid an annual cash retainer of $40,000. There are no per-meeting attendance fees for attending Board meetings. This cash compensation will be paid quarterly in arrears on a prorated basis.

Chair Annual Cash Retainer

Each Outside Director who serves as chair of the Board or chair of a committee of the Board will be eligible to earn additional annual fees as follows:

Chair of the Board:	$	17,500
Chair of Audit and Risk Committee:	$	16,000
Chair of Nominating and Corporate Governance Committee:	$	10,000
Chair of Compensation Committee	$	10,000

This additional cash compensation will be paid quarterly in arrears on a prorated basis.

Committee Member Annual Cash Retainer

Effective as of the Effective Date, each Outside Director who serves as a member of a committee of the Board (other than the chair of such committee) will be eligible to earn additional annual fees as follows:

Member of Audit and Risk Committee:	$	8,000
Member of Nominating and Corporate Governance Committee:	$	5,000
Member of Compensation Committee	$	5,000

This additional cash compensation will be paid quarterly in arrears on a prorated basis.

2. EQUITY COMPENSATION

Outside Directors may be granted all types of equity awards (except incentive stock options) under the Plan or any other Company equity plan in place at the time of grant, including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors under this Policy will be made in accordance with this Section 2 and no Awards may be made if they would exceed any limitations under the Plan.

(a) Automatic Outside Director Awards.

(i) No Discretion. All grants of Initial Awards (defined below), Annual Awards (defined below) and Board Chair Awards (defined below and, together with Initial Awards and Annual Awards, “Automatic Outside Director Awards”) to Outside Directors pursuant to this Section 2(a) will be automatic and nondiscretionary. No person will have any discretion to select which Outside Directors will be granted any Automatic Outside Director Awards under this Section 2(a) or to determine the number of Shares to be covered by such Automatic Outside Director Awards.

(ii) Initial Award. Upon the date of an Outside Director’s initial appointment to the Board (such date, the “Start Date”) (other than by appointment on the date of each annual meeting of the Company’s stockholders (the “Annual Meeting”) following the Effective Date), such Outside Director shall automatically be granted an Award of Restricted Stock Units as set forth in this Section 2(a)(ii) (the “Initial Award”). The number of Restricted Stock Units subject to the Initial Award shall equal the quotient of (A) $175,000 multiplied by a fraction (1) the numerator of which is (x) 12 minus (y) the number of months between the date of the last Annual Meeting and the Start Date and (2) the denominator of which is 12; divided by (B) the Per Share Value. Subject to the terms of the Plan and this Policy, each Initial Award will fully vest upon the first anniversary of the grant date, subject to the Outside Director continuing to be a Service Provider through the vesting date. For the avoidance of doubt, if a member of the Board is an Employee (an “Inside Director”) and becomes an Outside Director by reason of no longer continuing as an Employee, such a transition from an Inside Director to an Outside Director will not result in a grant under this Section 2(a)(ii).

(iii) Annual Award. On the date of each Annual Meeting following the Effective Date, each Outside Director automatically will be granted an Award of Restricted Stock Units (an “Annual Award”). The number of Restricted Stock Units subject to the Initial Award shall equal (A) $175,000 divided by (B) the Per Share Value. Subject to the terms of the Plan and this Policy, each Annual Award will fully vest upon the first anniversary of the grant date, subject to the Outside Director continuing to be a Service Provider through the vesting date.

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(iv) Board Chair Award. On the date of each Annual Meeting following the Effective Date, each Outside Director who is serving as Chair of the Board and is eligible for an Annual Award automatically will be granted an additional Award of Restricted Stock Units (a “Board Chair Annual Award”). The number of Restricted Stock Units subject to the Board Chair Annual Award shall equal (A) $17,500 divided by (B) the Per Share Value. Subject to the terms of the Plan and this Policy, each Annual Award will fully vest upon the earlier of the first anniversary of the grant date, subject to the Outside Director continuing to be a Service Provider through the vesting date. In the event that an Outside Director who is serving or is appointed as Chair of the Board is eligible for an Initial Award, such Outside Director will also be eligible to receive a Board Chair Annual Award, pro-rated in the same manner as the Initial Award in Section 2(a)(ii) (a “Board Chair Initial Award” and, together with board Chair Annual Awards, “Board Chair Awards”).

(v) Deferred Payment Alternative. Notwithstanding the provisions set forth herein, Outside Directors may be permitted, in the sole discretion of the Administrator, to defer the delivery of the Shares subject to the Automatic Outside Director Award upon vesting in accordance with the terms and conditions of a deferral program approved by the Administrator. Any such deferral election shall be subject to such rules, conditions and procedures as shall be determined by the Administrator, in its sole discretion, which rules, conditions and procedures shall at all times comply with the requirements of Section 409A of the Code, unless otherwise specifically determined by Administrator. If an Outside Director elects to defer the settlement of any vested Automatic Outside Director Award in accordance with this Section, payment of the deferred vested Automatic Outside Director Award shall be made in accordance with the terms of the deferral election.

(vi) Per Share Value. “Per Share Value” means the average trading price for a share of the Company’s Common Stock over the period (i) beginning on the date that is 10 trading days prior to the announcement of its quarterly earnings for the fiscal quarter immediately prior to the grant date of such Award (an “Earnings Announcement”) and (ii) ending on the date that is nine trading days after such Earnings Announcement.

(vii) Change in Control. In the event of a Change in Control, each Outside Director will fully vest in his or her Automatic Outside Director Awards granted under this Policy.

(b) Share Holding Requirements. An Outside Director shall not sell, pledge, assign, hypothecate, transfer, or dispose of in any manner other than by will or by the laws of descent or distribution Shares issued pursuant to an Automatic Outside Director Award while the Outside Director continues to serve as a Director. Notwithstanding the foregoing, an Outside Director may sell Shares issued pursuant to an Automatic Outside Director Award in order to pay for any tax obligations he or she incurs from the vesting and/or settlement of such Award.

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3. TRAVEL EXPENSES

Each Outside Director’s reasonable, customary and documented travel expenses to Board and Board committee meetings will be reimbursed by the Company.

4. ADDITIONAL PROVISIONS

All provisions of the Plan not inconsistent with this Policy will apply to Automatic Outside Director Awards granted to Outside Directors.

5. REVISIONS

The Board, in its discretion, may at any time change and otherwise revise the terms of the cash compensation granted under this Policy, including, without limitation, the amount or timing of payment of any future grants of cash compensation. The Board, in its discretion, may at any time change and otherwise revise the terms of Automatic Outside Director Awards to be granted under this Policy, including, without limitation, the number of Shares subject thereto. The Board, in its discretion, may at any time suspend or terminate the Policy.

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EX-99.2

Exhibit 99.2

Steve Sanghi to Succeed Current Impinj Board Chair This Year;

Meera Rao Joins the Impinj Board of Directors

SEATTLE, February 3, 2022 – Impinj, Inc. (NASDAQ: PI), a leading RAIN RFID provider and Internet of Things pioneer, today announced that Director Steve Sanghi will become Impinj Board Chair after Peter van Oppen’s current term ends. Mr. van Oppen has decided not to stand for reelection this year.

“Our board continues to evolve,” said Mr. van Oppen. “After chairing the board for the past eight years, I am delighted that our current director Steve Sanghi has agreed to serve as Impinj’s next Board Chair. Steve’s experience as the long-term CEO and current Executive Chair of Microchip brings an extraordinary level of knowledge and insight to Impinj.”

The company also announced that Meera Rao has joined Impinj’s board of directors. “We are thrilled to welcome Meera Rao to the Impinj board,” said Mr. van Oppen. “Meera’s accomplishments throughout her history as a semiconductor and technology industry executive with over 25 years of expertise in finance and operations will provide strong guidance as we continue to grow the Impinj business.”

“I’m excited to join the Impinj board at such a pivotal time in the company’s growth trajectory,” Ms. Rao commented. “The Impinj team is passionate about the potential for expanding the RAIN RFID industry and is driving growth through active customer engagement and new vertical markets. I look forward to helping Impinj deliver on this ambitious vision.”

Ms. Rao has more than 25 years of experience in high-tech companies. She currently serves as a director and audit committee chair on the board of Rambus (Nasdaq: RMBS), a premier chip and silicon IP provider. Previously, she was CFO at Monolithic Power Systems (Nasdaq: MPWR), a high-performance power solutions company. Ms. Rao has also held executive positions at Integration Associates, Atrica, Raza Foundries, nVIDIA, and AMD. She is a certified public accountant (inactive) and holds a master’s degree in business administration from the University of Rochester in New York.

Impinj also announced that Board Member Theresa Wise has decided to not stand for reelection this year. Accordingly, the company anticipates the board reducing to seven members as of Impinj’s Annual General Meeting.

“I am excited by the energy and experience that both Steve and Meera bring to their new roles on Impinj’s board,” said Chris Diorio, founder, CEO and Vice-Chair of Impinj. “I also want to express my heartfelt appreciation to Peter and Theresa for their support and guidance to me personally, as well as for their many contributions to Impinj, over the years. I will miss them on our board and I wish them both the very best in their future endeavors.”

About Impinj:

Impinj (NASDAQ: PI) helps businesses and people analyze, optimize, and innovate by wirelessly connecting billions of everyday things — such as apparel, automobile parts, luggage, and shipments — to the Internet. The Impinj platform uses RAIN RFID to deliver timely data about these everyday things to business and consumer applications, enabling a boundless Internet of Things. www.impinj.com

For more information, contact:

Investor Relations

Andy Cobb, CFA

Vice President, Strategic Finance

+1-206-315-4470

ir@impinj.com

Media Relations

Jill West

Vice President Strategic Communications

+1 206-834-1110

jwest@impinj.com

EX-99.3

Exhibit 99.3

Impinj Promotes Hussein Mecklai to Chief Operating Officer

SEATTLE, February 3, 2022 – Impinj, Inc. (NASDAQ: PI), a leading RAIN RFID provider and Internet of Things pioneer, today announced Hussein Mecklai’s promotion to chief operating officer. In his expanded role, Mecklai is directly responsible for Impinj’s engineering and operations.

Mecklai joined Impinj in 2018 and has more than 20 years’ experience leading engineering organizations. As Impinj’s executive vice president of engineering, Mecklai led the growth and development of the Impinj platform and delivered groundbreaking endpoint ICs, reader ICs, readers, and gateways.

“Hussein has helped Impinj set a new bar in product performance, integration and ease of use,” said Chris Diorio, Impinj founder and CEO. “With his strong technology and business leadership and acumen, he is ideally positioned to help us grow our organization, scale our operations and continue to deliver world-class products as we work to achieve our vision of Boundless IoT.”

“Retail and supply chain and logistics are undergoing digital transformations to keep pace with demand, grow revenue and profitability and improve customer experiences. Impinj’s products and platform are key enablers for our partners and enterprise customers to realize this transformation,” said Mecklai. “I am so proud of what the Impinj team and our partners have accomplished. I see so much potential for RAIN RFID through increased adoption, from tagging tens of billions of items, to trillions of items. I also look forward to seeing businesses benefit from the increased capabilities we are delivering with the Impinj platform like item transitions through portals and enabling a trusted supply chain.”

Prior to Impinj, Mecklai was vice president and general manager of the product architecture group at Intel, where he led the organization responsible for defining the product architecture of Intel’s mainstream products, including the processors for the personal computer and datacenter franchises. Previously, he served in senior engineering and leadership roles at Infineon Technologies, LSI Group, Agere Systems and Lucent Technologies.

Mecklai received the Rodney Chipp SWE National Award for Diversity for his commitment to recruiting, retaining, and progressing women in technical roles, including raising female gender representation in Intel’s platform engineering group. He earned a bachelor’s degree in electrical engineering from Lafayette College, a master’s degree in electrical engineering from Lehigh University, and completed the Intel Leadership Development Program at Stanford University.

About Impinj:

Impinj (NASDAQ: PI) helps businesses and people analyze, optimize, and innovate by wirelessly connecting billions of everyday things — such as apparel, automobile parts, luggage, and shipments — to the Internet. The Impinj platform uses RAIN RFID to deliver timely data about these everyday things to business and consumer applications, enabling a boundless Internet of Things. www.impinj.com

For more information, contact:

Investor Relations

Andy Cobb, CFA

Vice President, Strategic Finance

+1-206-315-4470

ir@impinj.com

Media Relations

Jill West

Vice President Strategic Communications

+1 206-834-1110

jwest@impinj.com

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Security 12b Title	Common Stock, par value $0.001 per share
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