IMPINJ INC false 0001114995 0001114995 2023-06-08 2023-06-08

 

 

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): June 8, 2023

 

 

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, including 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 5.07.

Submission of Matters to a Vote of Security Holders.

On Thursday, June 8, 2023, Impinj, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”) at 9:00 a.m., Pacific Time. At the Annual Meeting, 22,064,916 shares of the Company’s common stock, or approximately 82.75% of the 26,663,222 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 26, 2023.

Proposal 1. Election of Directors

The stockholders elected as directors the seven individuals listed below to serve until the Company’s 2024 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

     17,291,931        1,885,223        198,493        2,689,269  

Umesh Padval

     18,432,769        931,501        11,376        2,689,270  

Steve Sanghi

     15,867,724        3,496,160        11,762        2,689,270  

Cathal Phelan

     19,231,096        131,732        12,818        2,689,270  

Meera Rao

     18,454,616        903,364        17,667        2,689,269  

Chris Diorio, Ph.D.

     19,284,533        79,996        11,117        2,689,270  

Miron Washington

     19,325,804        36,748        13,094        2,689,270  

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, 2023. The voting results were as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

22,015,689   28,134   21,092  

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:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

17,014,360   2,337,584   23,702   2,689,270

Proposal 4. Stockholder Proposal Regarding Certain Limitations on Future Amendments to the Company’s Bylaws

The stockholders rejected the stockholder proposal regarding certain limitations on future amendments to the Company’s bylaws. The voting results were as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

1,234,889   18,108,328   32,429   2,689,270


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: June 12, 2023     By:  

/s/ Chris Diorio

      Chris Diorio
      Chief Executive Officer