8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENTREPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 5, 2020

Impinj, Inc.

(Exactname of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

The information set forth below under Item 8.01 is hereby incorporated by reference into this Item 5.08.

Impinj, Inc. (the “Company”) has determined that the date of the Company’s 2020 annual meeting of stockholders (the “Annual Meeting”) will be Wednesday, June 10, 2020, at 9:00 a.m. (Pacific time) at 400 Fairview Avenue North, Suite 1200, Seattle, WA 98109. In accordance with Rule 14a-5(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is informing stockholders of this change and providing new information with respect to the submission of (i) proposals intended to be included in the Company’s 2020 proxy statement under Rule 14a-8 under the Exchange Act and (ii) proposals submitted outside the processes of Rule 14a-8.

Stockholder proposals intended to be submitted pursuant to Rule 14a-8 in connection with the Annual Meeting should be received by the Company’s corporate secretary on or before the close of business on March 15, 2020, to be considered for inclusion in the Company’s 2020 proxy statement. Such proposals must be directed to 400 Fairview Avenue North, Suite 1200, Seattle, WA 98109, Attn: Corporate Secretary and must comply with the requirements of Rule 14a-8.

Stockholder proposals submitted outside of Rule 14a-8, including any director nominations, must be received by the Company’s corporate secretary not later than the close of business on March 13, 2020, in order to be considered “timely” within the meaning of Rule 14a-4(c) of the Exchange Act in respect of the Annual Meeting. Such proposals or nominations must comply with the advance notice provisions contained in the Company’s bylaws.

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.