Impinj Stockholder Meeting Set for July 11 for Cadence Acquisition Vote
Ticker: PI · Form: 8-K · Filed: Jun 7, 2024 · CIK: 1114995
Sentiment: neutral
Topics: acquisition, merger, shareholder-vote
Related Tickers: CDNS
TL;DR
Impinj holding shareholder vote July 11 on Cadence $7/share buyout - your chance to approve!
AI Summary
On June 6, 2024, Impinj, Inc. filed an 8-K report detailing a special meeting of stockholders scheduled for July 11, 2024. The primary purpose of this meeting is to vote on the proposed acquisition of Impinj by an affiliate of Cadence Design Systems, Inc. for $7.00 per share in cash.
Why It Matters
This filing is crucial for Impinj shareholders as it sets the date for them to vote on the proposed acquisition by Cadence Design Systems, which will determine the future of the company and the value of their investment.
Risk Assessment
Risk Level: medium — The acquisition is subject to shareholder approval and regulatory review, introducing uncertainty until the closing.
Key Numbers
- $7.00 — Acquisition Price Per Share (Offered by Cadence Design Systems' affiliate)
- July 11, 2024 — Stockholder Meeting Date (Date for voting on the acquisition)
Key Players & Entities
- Impinj, Inc. (company) — Registrant
- Cadence Design Systems, Inc. (company) — Acquiring entity's affiliate
- July 11, 2024 (date) — Date of special stockholder meeting
- $7.00 (dollar_amount) — Per share acquisition price
FAQ
What is the primary purpose of the special meeting of Impinj stockholders?
The primary purpose is to vote on the adoption of the Agreement and Plan of Merger, whereby an affiliate of Cadence Design Systems, Inc. will acquire Impinj, Inc.
What is the proposed acquisition price per share for Impinj?
The proposed acquisition price is $7.00 in cash per share of Impinj common stock.
When is the special meeting of Impinj stockholders scheduled to take place?
The special meeting is scheduled to be held on July 11, 2024.
Who is the acquiring entity in this transaction?
An affiliate of Cadence Design Systems, Inc. is the acquiring entity.
What are the key conditions for the closing of the acquisition?
The closing is subject to customary closing conditions, including the adoption of the merger agreement by Impinj stockholders and the expiration or termination of the waiting period under the HSR Act.
Filing Stats: 885 words · 4 min read · ~3 pages · Grade level 11.9 · Accepted 2024-06-07 16:05:11
Key Financial Figures
- $0.001 — ch registered Common Stock, par value $0.001 per share PI The Nasdaq Global Sele
Filing Documents
- pi-20240606.htm (8-K) — 88KB
- pi-ex3_1.htm (EX-3.1) — 11KB
- 0000950170-24-070592.txt ( ) — 226KB
- pi-20240606.xsd (EX-101.SCH) — 31KB
- pi-20240606_htm.xml (XML) — 5KB
03
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As described in Item 5.07 below, Impinj, Inc. (the "Company") held its 2024 annual meeting of stockholders (the "Annual Meeting") on June 6, 2024. At the Annual Meeting, the Company's stockholders approved the amendment of the Company's amended and restated certificate of incorporation to limit the liability of certain officers of the Company as permitted by Delaware law. A certificate of amendment to the amended and restated certificate of incorporation was filed with the office of the Secretary of State of the State of Delaware on June 6, 2024, and is effective as of that date. The foregoing description of the Company's amended and restated certificate of incorporation is qualified in its entirety to the full text of the amended and restated certificate of incorporation attached as Exhibit 3.1 and incorporated by reference.
07
Item 5.07. Submission of Matters to a Vote of Security Holders. On Thursday, June 6, 2024, the Company held the Annual Meeting at 9:00 a.m., Pacific Time. At the Annual Meeting, 22,703,980 shares of the Company's common stock, or approximately 81.91% of the 27,717,098 shares of common stock entitled to vote, were present in person or by proxy and voted on the following four proposals, each of which is described in more detail in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 24, 2024. Proposal 1. Election of Directors The stockholders elected as directors the seven individuals listed below to serve until the Company's 2025 annual meeting of stockholders, or until their successors are duly elected and qualified. The voting results were as follows: Name Votes For Votes Against Abstentions Broker Non-Votes Daniel Gibson 21,017,537 36,567 219,700 1,430,176 Umesh Padval 20,621,026 566,604 86,175 1,430,175 Steve Sanghi 17,893,092 3,295,808 84,904 1,430,176 Cathal Phelan 21,173,321 82,909 17,574 1,430,176 Meera Rao 20,730,042 526,880 16,881 1,430,177 Chris Diorio, Ph.D. 21,238,456 19,486 15,863 1,430,175 Miron Washington 21,226,722 29,822 17,260 1,430,176 Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm The stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The voting results were as follows: Votes For Votes Against Abstentions Broker Non-Votes 22,672,112 15,745 16,123 — Proposal 3. Advisory Vote on Compensation of Named Executive Officers ("Say-On-Pay") The stockholders approved a proposal for the approval, on an advisory basis, of the compensation of the Company's named executive officers. The voting results were as follows: Votes
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits (d) Exhibits 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Impinj, Inc., as filed with the Secretary of State of the State of Delaware on June 6, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
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 Chief Executive Officer Date: June 7, 2024