UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
|||
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
|
|
(Address of principal executive offices, including zip code)
(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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
Pre-commencement communications 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 |
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 October 20, 2025, the Board of Directors (the “Board”) of Impinj, Inc. (the “Company”) set the size of the Board at seven directors and appointed Arthur L. Valdez Jr. to serve as a director, with an initial term expiring at the Company’s next annual meeting of stockholders, in each case effective as of October 20, 2025.
There are no arrangements or understandings between Mr. Valdez, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Mr. Valdez was selected as a director. There are no related party transactions between the Company and Mr. Valdez (or any of his immediate family members) requiring disclosure under Item 404(a) of Regulation S-K. Mr. Valdez does not have any family relationships with any of the Company’s directors or executive officers. Mr. Valdez will participate in the Company’s outside director compensation policy as in effect from time to time. In addition, Mr. Valdez will enter into a standard indemnification agreement in the form previously approved by the Board.
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: October 20, 2025 |
|
By: |
|
/s/ Chris Diorio |
|
|
|
|
Chris Diorio |
|
|
|
|
Chief Executive Officer |
|
|
|
|
|