UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 2022

Impinj, Inc.

(Exact name of registrant as specified in its charter)

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)

Not applicable

(Former Name or Former Address, If Changed Since Last Report)

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Explanatory Note.

This current report on Form 8-K/A is filed as an amendment (this “Amendment”) to the Current Report on Form 8-K filed by Impinj, Inc. (the “Company”) dated June 10, 2022 (the “Original Report”). The Company filed the Original Report to disclose the results of the matters submitted to a vote by the Company’s stockholders at the annual meeting of stockholders held on June 9, 2022 (the “2022 Annual Meeting”). The sole purpose of this Amendment is to disclose, in accordance with Item 5.07(d) of Form 8-K, the Company’s decision regarding how frequently the Company will submit future advisory votes on the compensation of the Company’s named executive officers (“say-on-pay proposals”) to its stockholders until the next required advisory vote regarding the frequency of future say-on-pay proposals.

Item 5.07. Submission of Matters to a Vote of Security Holders.

As described in the Original Report, the Company held its 2022 Annual Meeting on June 9, 2022. At the 2022 Annual Meeting, the Company’s stockholders voted on, among other matters, an advisory and non-binding vote regarding the frequency of future say-on-pay proposals. As reported in the Original Report, at the Company’s 2022 Annual Meeting, the stockholders selected every year as the preferred frequency of holding future advisory and non-binding votes on the compensation of the Company’s named executive officers. Following the 2022 Annual Meeting, the Company’s board of directors considered the results of the advisory and non-binding stockholder vote regarding the frequency of future say-on-pay proposals, and determined that the Company will submit future say-on-pay proposals to stockholders every one year, consistent with the stockholder vote.

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.