8-K
Impinj Inc (PI)
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): November 30, 2020
Impinj, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37824 | 91-2041398 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>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 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<br> <br>Symbol(s) | Name of each exchange<br> <br>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 November 30, 2020, the Board of Directors (the “Board”) of Impinj, Inc. (the “Company”) increased the size of the Board to nine directors and appointed Umesh Padval 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. Padval, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Mr. Padval was selected as a director. There are no related party transactions between the Company and Mr. Padval (or any of his immediate family members) requiring disclosure under Item 404(a) of Regulation S-K. Mr. Padval does not have any family relationships with any of the Company’s directors or executive officers. Mr. Padval 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. Padval.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit | Description |
|---|---|
| 99.1 | Press Release, dated as of December 2, 2020. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| Impinj, Inc. | ||
|---|---|---|
| Date: December 3, 2020 | By: | /s/ Chris Diorio |
| Chris Diorio | ||
| Chief Executive Officer |
EX-99.1
Exhibit 99.1
Umesh Padval Joins Impinj Board of Directors
SEATTLE, December 2, 2020 - Impinj, Inc. (NASDAQ: PI), a leading provider and pioneer of RAIN RFID solutions, today announced that Umesh Padval has joined its board of directors.
“Umesh brings extensive experience operating high-growth technology companies,” said Impinj Board Chair Peter van Oppen. “These skills, along with board and venture capital experience, are a strong addition to our team.”
“His love of technology, his entrepreneurial spirit, and his broad operational and strategic experience are what make Umesh a great fit for Impinj and an outstanding addition to our board,” said Impinj CEO Chris Diorio.
Padval is a venture partner at Thomvest Ventures and serves as a board member at multiple growth-stage technology companies. Prior to joining Thomvest, Padval worked for over 8 years at Bessemer Venture Partners. Prior to Bessemer, he was an executive vice president at LSI after its acquisition of C-Cube Microsystems, where he had served as president and CEO. He holds a bachelor’s degree in technology from Indian Institute of Technology, Mumbai, and master’s degrees in engineering from both Pennsylvania State University and Stanford University.
Padval joins Tom A. Alberg, Clinton Bybee, Chris Diorio, Dan Gibson, Cathal Phelan, Gregory Sessler, Peter van Oppen, and Theresa Wise on the Impinj board of directors.
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
Investor RelationsContact:
Investor Relations
+1-206-315-4470
ir@impinj.com
Media Contact:
Jill West
Sr. Director Global Marketing & Communications
Phone: +1 206-834-1110
jwest@impinj.com