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 2020

Jun 10, 2020

Chris Diorio
Vice Chair and CEO, Impinj

Good morning. On behalf of Impinj, welcome to the 2020 Annual Meeting of Stockholders. I'm Chris Diorio, Impinj's Vice Chair and Chief Executive Officer, and I will conduct the business of this meeting. We held our last Annual Stockholders' Meeting last October in person in Seattle. We had planned an in-person meeting again this year, however, COVID-19 caused us to choose a virtual meeting to ensure the health and safety of our stockholders, employees, and other stakeholders. We appreciate your flexibility in accommodating this change. At this time, I will call the meeting to order. I would like to begin by introducing the other members of our Board of Directors who are virtually present at the meeting today. They are our Chair, Peter van Oppen, Tom Alberg, Clint Bybee, Cathal Phelan, Theresa Wise, Greg Sessler, and our Special Advisor to the Board, Carver Mead.

Also participating in our virtual meeting today are members of our executive team, representatives of our independent public accountants, Ernst & Young LLP, and our outside corporate law firm, Wilson Sonsini Goodrich & Rosati. Thank you all for being here. 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

Thanks, Chris. Good morning. An agenda that outlines the order of business for the meeting today is displayed on your screen. You can access our rules of conduct for the meeting via the link on the left side of your screen. We have set those rules to ensure an orderly and informative meeting. 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 panel on the left side 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 today's meeting, we will address and vote on the matters described in the company's proxy statement dated April 29, 2020.

Following the voting, we will adjourn the meeting, and Chris will deliver a few remarks and 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 office, which we will file with the minutes of this meeting. Notice of Impinj's 2020 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 available for your review by clicking on the link labeled Annual Report Proxy Statement on the left side of your screen. The company's agents have certified that a notice regarding the internet availability of proxy materials was mailed to stockholders of record as of April 13, 2020, 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 of record at the close of business on April 13, 2020, are entitled to vote at today's meeting. As of the close of business on April 13, 2020, there were 22,677,027 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 this meeting. A majority of the shares entitled to vote are represented at today's meeting either 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 two Class 1 Directors. The directors elected at today's meeting will hold office for a term ending in 2023 or until their successors are elected and qualified. The two candidates unanimously nominated by the Board of Directors are Dr. Chris Diorio and Gregory Sessler. Each of these two nominees has indicated that he is able and willing to serve if elected. Information concerning the nominees is contained in the proxy statement. The two nominees receiving the highest number of affirmative votes shall be elected as Class 1 Directors. The board recommends a vote for the election of each of these nominees. Are there any questions on this proposal?

The second proposal is to ratify the selection 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, 2020. The Audit Committee of the Board has selected Ernst & Young as our independent registered public accounting firm for the 2020 fiscal year. Ernst & Young , will audit our consolidated financial statements for the 2020 fiscal year and perform certain audit-related services. Ernst & Young may also perform certain non-audit services that are pre-approved by the Audit Committee. Stockholder ratification of the selection of Ernst & Young is not required by the bylaws or by any other applicable legal requirement. However, the board is seeking ratification of the selection of Ernst & Young LLP as a matter of good corporate practice.

Approval of this proposal requires the affirmative vote of a majority of the shares of our common stock present or represented and entitled to vote. Our Board of Directors recommends a vote for this proposal. Are there any questions on this proposal? The third proposal is to amend our certificate of incorporation to declassify the Board of Directors over a three-year period beginning at the 2021 Annual Meeting of Stockholders and make other ministerial corrections. Our certificate of incorporation currently divides our Board of Directors into three classes. Directors in each class are elected for a three-year term. The terms of the three classes are staggered so that only one class of directors is elected for a new term at any particular annual meeting of stockholders.

In recommending that stockholders vote in favor of declassifying our Board of Directors, our Board of Directors considered both the advantages and disadvantages of a classified board structure. A classified board may promote board continuity and stability, encourage directors to take a long-term perspective on our business, and reduce our exposure to potentially coercive takeover efforts or proxy contests. On the other hand, a declassified board can offer stockholders a better opportunity to register their views on the performance of the entire board each year. Our Board of Directors and the Nominating and Corporate Governance Committee both believe that transitioning to a declassified board is in our best interest and in the best interest of our stockholders. Approval of this proposal requires the affirmative vote of a majority vote of the shares of common stock present or represented and entitled to vote.

Our Board of Directors recommends a vote for this proposal. Are there any questions on this proposal? We will now proceed with the voting on the proposals. It is 9:09 A.M., and the polls are now open. If you have previously sent in 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 at the close of business on April 13, 2020, or you have a valid 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 panel on the left side of your screen. It appears all stockholders have submitted their proxies or digital ballots. I now declare the polls closed at 9:11 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 two director nominees up for election at this meeting have been reelected.

The Ernst & Young proposal has been approved, and the amendment to the certificate of incorporation has been approved. We will publicly report the results of today's 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. We will file a report from the Inspector of Election with the minutes of this meeting. This concludes the official business scheduled for this 2020 Annual Meeting of Stockholders, and I now declare this meeting concluded. I will now turn over the time to Chris Diorio for any final remarks.

Chris Diorio
Vice Chair and CEO, Impinj

Thank you, Yukio. I would like to thank each of you for virtually attending today's meeting. We began 2020 with a strong first quarter, but our second quarter, like for so many other companies, has been impacted by COVID-19. Despite that impact, we remain confident in our long-term opportunity and are focused on exiting COVID-19 stronger company in a stronger market position than when we entered it. We appreciate your continued support during these uncertain times. At this time, we will take questions or comments from our stockholders. There being no further questions, I will now bring the meeting to a close. Thank you again for your attendance today.

Operator

Ladies and gentlemen, this concludes the meeting. You may now disconnect and have a pleasant day.

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