Impinj, Inc. (PI)
NASDAQ: PI · Real-Time Price · USD
148.37
+5.19 (3.62%)
May 5, 2026, 12:39 PM EDT - Market open
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AGM 2021

Jun 10, 2021

Chris Diorio
CEO and Vice Chair, Impinj

Good morning. On behalf of Impinj, welcome to the 2021 Annual Meeting of Stockholders. I'm Dr. Chris Diorio, Impinj's Chief Executive Officer and Board Vice Chair, and I will conduct the business of this meeting. As you may recall, we held last year's Annual Meeting of Stockholders virtually via live webcast. Due to the ongoing COVID-19 pandemic, we've decided to hold this year's Annual Meeting virtually as well. At this time, I will call the meeting to order. I'd like to begin by introducing the other members of our Board of Directors who are virtually present at the meeting today. They are Peter van Oppen, Greg Sessler, and Theresa Wise. Members of our executive team, representatives of our independent public accountants, Ernst & Young LLP, and our outside corporate law firm, Wilson Sonsini Goodrich & Rosati, are also virtually present at the meeting today. Thank you for attending.

I will now ask Yukio Morikubo, our General Counsel and Secretary, to conduct the formal part of the meeting. Yukio?

Yukio Morikubo
General Counsel and Secretary, Impinj

Good morning. An agenda that outlines the order of business for the meeting is displayed on the screen. Our rules of conduct for the meeting can be accessed through the link posted on the left-hand side of your screen. These rules have been established to provide for an orderly and informative meeting, and we thank you for your cooperation in adhering to them. You may ask questions during the meeting if you registered with your 11-digit voting control number. Please refer to the chat box icon located on the top of the left-hand panel of your screen to submit a written question. Also, we ask that you keep your remarks to the agenda items that are before us. Thank you for your cooperation. At our meeting today, we will address the vote on the matters described in the company's proxy statement dated April 29, 2021.

Following the voting, we will adjourn the meeting, and Chris Diorio will conduct a brief Q&A session. I am serving as the Inspector of Elections for today's meeting. As Inspector, I have signed an oath of inspector, which we will file with the minutes of this meeting. Notice of Impinj's 2021 Annual Meeting of Stockholders has been duly given in accordance with the company's bylaws and applicable law. A digital copy of the notice and proxy statement is also available for your review. You may access that document by clicking on the link named Annual Report Proxy Statement on the left-hand side of your screen.

The company's agents have certified that beginning on April 29, 2021, a notice regarding the Internet availability of proxy materials was mailed to the company's stockholders of record as of April 13, 2021, and the company's proxy materials were, in fact, made available over the Internet to those stockholders. We will file copies of the notice and related affidavit of mailing with the minutes of this meeting. Only stockholders at the close of business on April 13, 2021, are entitled to vote at today's meeting. As of the close of business on April 13, 2021, there were 24,059,012 shares of common stock issued and outstanding, each entitled to one vote. A complete list of stockholders of record as of that date was available to stockholders for any purpose germane to this meeting for the 10 days preceding the meeting.

A majority of the shares entitled to vote are represented at today's meeting, either in person, virtually, or by proxy. I hereby declare a quorum present, and this meeting duly convened for purposes of transacting business. As you know from the proxy statement, there are three proposals before us today. I will briefly describe each of the proposals, and we will then open the polls for voting. The first proposal is to elect three Directors. The Directors elected at today's meeting will hold office for a one-year term ending at the 2022 Annual Meeting of Stockholders or until their successors are duly elected and qualified. The three candidates unanimously nominated by the Board of Directors are Daniel Gibson, Umesh Padval, and Steve Sanghi. Each of these three nominees has indicated that he is able and willing to serve if elected. Information concerning the nominees is contained in the proxy statement.

The Board recommends a vote for the election of each of these nominees. The second proposal is to ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm to audit the company's consolidated financial statements for the current fiscal year ending December 31, 2021. The Audit Committee of the Board has selected Ernst & Young as our independent registered public accounting firm for the 2021 fiscal year. Our Board of Directors recommends a vote for this proposal. The third proposal is to consider a stockholder proposal regarding proxy access, if properly presented. This proposal has been submitted by Mr. James McRitchie, a stockholder of Impinj. If Mr. McRitchie or his representative is present and wishes to present his proposal, he or she may do so at this time. Is Mr. McRitchie or a representative present?

James McRitchie
Stockholder, Impinj

I'm here. My line is unmuted. Is my line unmuted?

Yukio Morikubo
General Counsel and Secretary, Impinj

Yes, we can hear you, Mr. McRitchie.

James McRitchie
Stockholder, Impinj

Oh, okay. Thank you. Yeah, this is a proposal on shareholder proxy access. Proxy access in the United States, a cost-benefit analysis by CFA Institute found that proxy access would benefit both markets and corporate boardrooms with little cost or disruption, raising U.S. market capitalization by $140 billion. An academic study, Public Versus Private Provisions of Governance, found a 0.5% average increase in shareholder value for firms targeted for proxy access. So for that reason alone, I think shareholders would want to support proxy access. But basically, proxy access provides shareholders with a mechanism to ensure that Directors are paying attention and doing a good job because if they're not, then there's that possibility that shareholders would remove one or two of those Directors through proxy access by putting up their own candidates and putting them up for a vote. So thank you very much.

Please vote for proposal number three, although if anybody is like me, I was not able to get into the meeting with my control number and with the password. So hopefully there's one or two people who are able to get in. Thank you.

Yukio Morikubo
General Counsel and Secretary, Impinj

Thank you. This proposal is duly placed before this meeting. Our Board of Directors makes no recommendation as to how you should vote on this stockholder proposal. We will now proceed to the question and comment period. I remind you that the meeting has been called for the purpose of considering the three proposals previously described. Accordingly, all questions and comments should be confined to those matters. The floor is now open for stockholder questions or comments concerning the three proposals previously described. Are there any questions or comments? There being no questions or comments at this time, we will now proceed to the voting on the proposals. It is 9:11 A.M., and the polls are now open.

If you have previously sent a signed proxy card or submitted your proxy vote by telephone or on the Internet, it is not necessary for you to vote today unless you wish to change your vote. If you were a stockholder of record as of the close of April 13, 2021, or you have a valid legal proxy from your broker, bank, or other agent with respect to the shares you beneficially own and you desire to vote at today's meeting, if you have an 11-digit voting control number issued by American Stock Transfer & Trust Company, LLC, our company's transfer agent, you can vote by clicking the proxy voting link on the left-hand panel of your screen. We will pause for a minute for voting. It appears all stockholders have submitted their proxies or digital ballots. I now declare the polls closed at 9:13 A.M.

No additional proxies or votes will be accepted, nor will any changes or revocations to previously submitted proxies or votes be accepted. Based on preliminary voting results, each of the three Director nominees up for election at this meeting have been reelected. The Ernst & Young proposal has been approved, and the stockholder proposal has been rejected. We will publicly report the results of voting at today's meeting on a Form 8-K filing with the U.S. Securities and Exchange Commission within four business days of today's meeting. This concludes the official business scheduled for this meeting, and I now declare this meeting concluded. I will now turn the time over to Chris Diorio for any final remarks.

Chris Diorio
CEO and Vice Chair, Impinj

Thank you, Yukio. I would like to thank each of you for virtually attending today's meeting. At this time, we will take questions or comments from our stockholders. Not hearing any questions. I would like to thank all of you for attending the meeting and for your continued support of Impinj. Thank you and goodbye.

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