Our board of directors may from time to time establish other committees.
Considerations in Evaluating Director Nominees
The
nominating and corporate governance committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, the nominating and corporate governance committee will consider the current size and
composition of the board of directors and the needs of the board of directors and the respective committees of the board of directors. Some of the qualifications that the nominating and corporate governance committee considers include, without
limitation, issues of character, integrity, judgment, diversity, age, independence, skills, education, expertise, business acumen, business experience, length of service, understanding of our business, other commitments and the like. Other than the
foregoing, there are no stated minimum criteria for director nominees.
Although the board of directors does not maintain a specific policy with respect
to board diversity, the board of directors believes that the board should be a diverse body, and the nominating and corporate governance committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations
of directors, the nominating and corporate governance committee may take into account the benefits of diverse viewpoints. The nominating and corporate governance committee also considers these and other factors as it oversees the annual board of
director and committee evaluations.
Stockholder Recommendations for Nominations to the Board of Directors
The nominating and corporate governance committee will consider candidates for directors recommended by stockholders so long as such recommendations comply
with the certificate of incorporation and bylaws of our company and applicable laws, rules and regulations, including those promulgated by the SEC. The committee will evaluate such recommendations in accordance with its charter, our bylaws and the
regular nominee criteria described above. This process is designed to ensure that the board of directors includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to our business.
Eligible stockholders wishing to recommend a candidate for nomination should contact our corporate secretary in writing. Such recommendations must include information about the candidate, a statement of support by the recommending stockholder,
evidence of the recommending stockholders ownership of our stock and a signed letter from the candidate confirming willingness to serve on our board of directors. The committee has discretion to decide which individuals to recommend for
nomination as directors.
A stockholder of record can nominate a candidate directly for election to the board of directors at the 2020 annual meeting of
stockholders by complying with the procedures in Section 2.4(ii) of our bylaws. Any eligible stockholder who wishes to submit a nomination should review the requirements in the bylaws on nominations by stockholders. Any nomination should be
sent in writing to Impinj, Inc., Attention: Corporate Secretary, 400 Fairview Avenue North, Suite 1200, Seattle, WA 98109. We must receive the notice no earlier than June 23, 2020, and no later than July 23, 2020. The notice must state the
information required by Section 2.4(ii)(b) of our bylaws and otherwise must comply with applicable federal and state law.
Stockholder
Communications with the Board of Directors
Stockholders wishing to communicate with a non-management member of the board of directors may do so by
writing to such director, and mailing the correspondence to: Impinj, Inc., Attention: Corporate Secretary, 400 Fairview Avenue North, Suite 1200, Seattle, WA 98109. All such stockholder communications will be forwarded to the appropriate committee
of the board, or if none is specified, to the chairperson of the board.
Corporate Governance Guidelines and Code of Business Conduct and Ethics
Our board of directors has adopted corporate governance guidelines. These guidelines address, among other items, the responsibilities of our
directors, the structure and composition of our board of directors and corporate
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