Current Report Filing (8-k)
September 06 2019 - 9:01AM
Edgar (US Regulatory)
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): September 3, 2019
Impinj, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-37824
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91-2041398
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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400 Fairview Avenue North, Suite 1200
Seattle, Washington 98109
(Address of Principal Executive Offices, and Zip Code)
(206) 517-5300
(Registrants 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:
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Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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PI
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The Nasdaq Global Select Market
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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 (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.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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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 Boards 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 Companys directors or executive officers. Mr. Phelan will participate in the outside directors
compensation plan applicable to outside directors as described in the Companys 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.
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 Boards standing committees as follows:
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Committee
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Members
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Audit
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Gregory Sessler (Chairperson), Tom A. Alberg, Theresa Wise and Cathal Phelan
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Compensation
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Clinton Bybee (Chairperson), Gregory Sessler, Theresa Wise and Cathal Phelan
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Nominating and Corporate Governance
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Peter van Oppen (Chairperson), Tom A. Alberg, Clinton Bybee, and Dan Gibson
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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.
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Impinj, Inc.
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Date: September 6, 2019
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By:
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/s/ Chris Diorio
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Chris Diorio
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Chief Executive Officer
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