Current Report Filing (8-k)

Date : 09/06/2019 @ 1:01PM
Source : Edgar (US Regulatory)
Stock : Impinj Inc (PI)
Quote : 36.88  0.0 (0.00%) @ 9:00AM

Current Report Filing (8-k)












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 3, 2019



Impinj, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-37824   91-2041398

(State or other jurisdiction

of incorporation)



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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communication 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 September 3, 2019, the Board of Directors (the “Board”) of Impinj, Inc. (the “Company”) increased the size of the Board to eight directors and appointed Cathal Phelan to serve as a Class III director. The Board also appointed Mr. Phelan to the Board’s audit and compensation committees.

There are no arrangements or understandings between Mr. Phelan, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Mr. Phelan was selected as a director. There are no related party transactions between the Company and Mr. Phelan (or any of his immediate family members) requiring disclosure under Item 404(a) of Regulation S-K. Mr. Phelan does not have any family relationships with any of the Company’s directors or executive officers. Mr. Phelan will participate in the outside directors’ compensation plan applicable to outside directors as described in the Company’s Form 10-K/A filed on April 29, 2019. In addition, the Company will enter into its standard form of indemnification agreement with Mr. Phelan.


Item 8.01.

Other Events.

Effective September 3, 2019, the Board, acting upon the recommendation of its nominating and corporate governance committee, approved certain changes to the composition of the Board’s standing committees as follows:






   Gregory Sessler (Chairperson), Tom A. Alberg, Theresa Wise and Cathal Phelan


   Clinton Bybee (Chairperson), Gregory Sessler, Theresa Wise and Cathal Phelan

Nominating and Corporate Governance

   Peter van Oppen (Chairperson), Tom A. Alberg, Clinton Bybee, and Dan Gibson


Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits





99.1    Press Release, dated as of September 6, 2019.


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: September 6, 2019     By:  

/s/ Chris Diorio

      Chris Diorio
      Chief Executive Officer

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