Impinj Inc. Proxy Statement Supplement Filed

TL;DR

Impinj filed a proxy supplement for their shareholder meeting. Details inside.

AI Summary

Impinj, Inc. is filing a supplement to its proxy statement dated April 24, 2024, for its upcoming annual meeting of stockholders. This filing, dated May 20, 2024, provides additional materials related to the meeting. The company is registered with the SEC under the 1934 Act and is headquartered in Seattle, WA.

Why It Matters

This filing provides updated or additional information to shareholders regarding the upcoming annual meeting, which is crucial for their participation in corporate governance decisions.

Risk Assessment

Risk Level: low — This is a routine filing of additional proxy materials and does not inherently introduce new risks.

Key Players & Entities

• IMPINJ INC (company) — Registrant
• 0001193125-24-142155 (filing_id) — Accession Number
• April 24, 2024 (date) — Original Proxy Statement Date
• May 20, 2024 (date) — Filing Date
• Seattle, WA (location) — Company Headquarters

FAQ

Filing Documents

• d815101ddefa14a.htm (DEFA14A) — 20KB
• 0001193125-24-142155.txt ( ) — 21KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 IMPINJ, INC. (Name of Registrant as Specified In Its Charter) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee previously paid with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. IMPINJ, INC. 400 Fairview Avenue North, Suite 1200 Seattle, WA 98109 SUPPLEMENT TO PROXY FOR ANNUAL MEETING OF STOCKHOLDERS OF IMPINJ, INC. TO THE HOLDERS OF COMMON STOCK OF IMPINJ, INC.: This proxy statement supplement (this Supplement) updates and amends our definitive proxy statement (the Proxy live webcast at https://web.lumiconnect.com/253024847. Except as updated by this Supplement, all information set forth in the Proxy Statement remains unchanged and should be considered in casting your vote by proxy or in person at the Annual Meeting. This Supplement; our Proxy Statement; and our 2023 annual report to stockholders, which includes our Form 10-K for the year ended December 31, 2023, are available at http://www.astproxyportal.com/ast/20867. The Proxy Statement contains important information, and this Supplement should be read in conjunction with the Proxy Statement. From and after the date of this Supplement, all references to the Proxy The purpose of this document is to furnish you with the complete text of the certificate of amendment to our amended and restated certificate of incorporation referenced in the Proxy Statement as Annex A to that document, which is attached to this Supplement as Annex A to this document and is further described in the Proxy Statement in connection with Proposal No. 4. If you have already voted and would like to change or revoke your vote on any proposal, please refer to the disclosure in the Proxy Statement under THE PROXY PROCESS AND STOCKHOLDER VOTING QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING Can I change my vote? for instructions on how to do so. YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES OF COMMON STOCK PROMPTLY. To ensure your representation at the Annual Meeting, you are urged to complete, sign, date and return the proxy card accompanying the Proxy nominee, you will need to follow the instructions your broker provides to instruct your broker on how to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to routine items, but not with respect to non-routine items. Proposal No. 4 is a non-routine matter under applicable rules. Absent direction from you, your broker will not have discretion to vote on non-routine matters and therefore there may be broker non-votes in connection with these proposals. The approval of Proposal No. 4 for the amendment of our amended and restated certificate of incorporation to limit the liability of certain officers as permitted by Delaware law must receive the affirmative vote of a majority of the shares outstanding as of the record date for the Annual Meeting. Abstentions are considered votes cast and thus have the same effect as a vote Against the proposal. Broker non-votes will have the same effect as a vote Against this proposal. -1- Your vote is important regardless of the number of shares of common stock you own. Whether you plan to attend the Annual Meeting or not, please sign, date and return the proxy card accompanying the Proxy Statement, or submit your vote through the Internet or by telephone, as soon as possible. For more information about our Annual Meeting, please see the Proxy Statement. Thank you for your participation. We look forward to your continued support. This Proxy Supplement is Dated May 20, 2024 -2- Annex A CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF IMPINJ, INC. Impinj, Inc., a corporation organized and existing under the laws of the State of Delaware (the Corporation ), hereby certifies as follows: 1. The name of the Corporation is Impinj, Inc. The Corporations original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on April 6, 2000. 2. This Certificate of Amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware (the DGCL ). 3. Article VIII of the Corporations Amended and Restated Certificate of Incorporation is hereby amended and restated in its entirety to read as follows: ARTICLE VIII To the fullest extent permitte

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