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): September 3, 2019

 

 

Impinj, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-37824   91-2041398

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communication 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 (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 September 3, 2019, the Board of Directors (the “Board”) of Impinj, Inc. (the “Company”) increased the size of the Board to eight directors and appointed Cathal Phelan to serve as a Class III director. The Board also appointed Mr. Phelan to the Board’s audit and compensation committees.

There are no arrangements or understandings between Mr. Phelan, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Mr. Phelan was selected as a director. There are no related party transactions between the Company and Mr. Phelan (or any of his immediate family members) requiring disclosure under Item 404(a) of Regulation S-K. Mr. Phelan does not have any family relationships with any of the Company’s directors or executive officers. Mr. Phelan will participate in the outside directors’ compensation plan applicable to outside directors as described in the Company’s Form 10-K/A filed on April 29, 2019. In addition, the Company will enter into its standard form of indemnification agreement with Mr. Phelan.

 

Item 8.01.

Other Events.

Effective September 3, 2019, the Board, acting upon the recommendation of its nominating and corporate governance committee, approved certain changes to the composition of the Board’s standing committees as follows:

 

Committee

  

Members

Audit

   Gregory Sessler (Chairperson), Tom A. Alberg, Theresa Wise and Cathal Phelan

Compensation

   Clinton Bybee (Chairperson), Gregory Sessler, Theresa Wise and Cathal Phelan

Nominating and Corporate Governance

   Peter van Oppen (Chairperson), Tom A. Alberg, Clinton Bybee, and Dan Gibson

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

  

Description

99.1    Press Release, dated as of September 6, 2019.

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: September 6, 2019     By:  

/s/ Chris Diorio

      Chris Diorio
      Chief Executive Officer

Exhibit 99.1

 

LOGO

Cathal Phelan Joins Impinj Board of Directors

SEATTLE, September 6, 2019 – Impinj, Inc. (NASDAQ: PI), a leading provider and pioneer of RAIN RFID solutions, today announced that Cathal Phelan has joined its board of directors.

“We are thrilled to have Cathal join our board. His business leadership, 30 years of engineering experience, and broad semiconductor background stood out through our thorough search. Cathal will strengthen the board independence we value at Impinj,” said Impinj Board Chair Peter van Oppen.

“Cathal’s deep understanding of radio technologies and solutions, as well as his history leading advanced technology businesses will serve us well,” said Impinj CEO Chris Diorio. “We will also benefit significantly from his extensive experience managing all aspects of intellectual property.”

Phelan is currently CEO of Rapt Touch, Inc., a leading provider of touchscreen technology, and a consultant on business strategies, intellectual property management, and systems and semiconductor designs. He previously served as CEO of Ubicom, Inc., and led several business units and served as chief technical officer over his 20-year tenure at Cypress Semiconductor Corporation. Phelan has served on boards of directors for both public and private technology companies. He holds bachelors’ degrees in mathematics and electronic engineering and a master’s degree in microelectronic engineering from Trinity College Dublin in Ireland.

About Impinj:

Impinj (NASDAQ: PI) wirelessly connects billions of everyday items such as apparel, medical supplies, and automobile parts to consumer and business applications such as inventory management, patient safety, and asset tracking. The Impinj platform uses RAIN RFID to deliver timely information about these items to the digital world, thereby enabling the Internet of Things. www.impinj.com

Media Contact:

Jill West

Sr. Director, Marketing Communications

Impinj, Inc.

+1-206-834-1110