8-K
Impinj Inc (PI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 18, 2021
Impinj, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37824 | 91-2041398 |
|---|---|---|
| (State or other jurisdiction<br><br><br>of incorporation) | (Commission<br><br><br>File Number) | (IRS Employer<br><br><br>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 (see General Instruction A.2. below):
| ☐ | 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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
| 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 March 18, 2021, the Board of Directors (the “Board”) of Impinj, Inc. (the “Company”) increased the size of the Board to ten directors and appointed Steve Sanghi to serve as a director, with an initial term expiring at the Company’s next annual meeting of stockholders.
There are no arrangements or understandings between Mr. Sanghi, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Mr. Sanghi was selected as a director. There are no related party transactions between the Company and Mr. Sanghi (or any of his immediate family members) requiring disclosure under Item 404(a) of Regulation S-K. Mr. Sanghi does not have any family relationships with any of the Company’s directors or executive officers. Mr. Sanghi will participate in the outside directors’ compensation plan applicable to outside directors as described in the Company’s definitive proxy statement filed on April 29, 2020. In addition, the Company will enter into its standard form of indemnification agreement with Mr. Sanghi.
| Item 9.01 | Financial Statements and Exhibits |
|---|
(d) Exhibits.
| Exhibit | Description |
|---|---|
| 99.1 | Press release dated as of March 22, 2021. |
104 Inline XBRL for the cover page of this Current Report on Form 8-K.
SIGNATURES
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. | |
|---|---|
| By: | /s/ Chris Diorio |
| Chris Diorio<br><br><br>Chief Executive Officer |
Date: March 22, 2021
pi-ex991_8.htm
Exhibit 99.1
Steve Sanghi Joins Impinj Board of Directors
SEATTLE, March 22, 2021 – Impinj, Inc. (NASDAQ: PI), a leading RAIN RFID provider and Internet of Things pioneer, today announced that Steve Sanghi has joined its board of directors.
“Steve brings a wealth of knowledge as a long-term CEO and chairman of Microchip Technology, Inc., and I’m thrilled he is joining our board,” said Impinj Board Chair Peter van Oppen.
“Having served with him previously on another public-company board, I know the depth of experience Steve brings in terms of strategy, operations, and leadership,” said fellow Impinj Board Member Umesh Padval.
“Impinj has an outstanding opportunity as an Internet of Things pioneer and to grow its business profitably,” Sanghi commented. “That opportunity, a great management team, and a winning culture are what attracted me to the company. I am excited to join Impinj’s board and look forward to contributing to its success.”
Sanghi was named Executive Chairman of Microchip Technology, Inc. (NASDAQ: MCHP), a leading provider of smart, connected, and secure embedded control solutions, in March 2021 after serving as Microchip’s CEO from 1990 in one of the longest CEO tenures in the semiconductor industry. He was its Chairman since 1993. Under Sanghi’s leadership, Microchip revenue grew to over $5 billion and a market value of approximately $40 billion. Before Microchip, Sanghi held management positions at Waferscale and Intel. He holds a Bachelor of Science in Electronics and Communications from Punjab University and a Master of Science in Electrical and Computer Engineering from the University of Massachusetts.
About Impinj:
Impinj (NASDAQ: PI) helps businesses and people analyze, optimize, and innovate by wirelessly connecting billions of everyday things — such as apparel, automobile parts, luggage, and shipments — to the Internet. The Impinj platform uses RAIN RFID to deliver timely data about these everyday things to business and consumer applications, enabling a boundless Internet of Things.
www.impinj.com
For more information, contact:
Investor Relations
+1-206-315-4470
ir@impinj.com
Media Relations Jill West
Vice President Strategic Communications
+1 206-834-1110
jwest@impinj.com