[8-K] IMPINJ INC Reports Material Event

Rhea-AI Filing Summary

Impinj, Inc. reported the results of its 2026 annual shareholder meeting. Stockholders holding 26,882,531 shares, about 88.26% of the 30,459,059 shares entitled to vote, were present in person or by proxy.

All seven director nominees were elected, with most receiving over 23 million votes in favor. Stockholders also ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. In advisory voting, shareholders approved the compensation of the company’s named executive officers and separately approved the 2026 Equity Incentive Plan, each with more than 24 million votes in favor.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented at meeting: 26,882,531 shares Shares entitled to vote: 30,459,059 shares Participation rate: 88.26% +3 more

6 metrics

Shares represented at meeting 26,882,531 shares Shares present or by proxy at 2026 annual meeting

Shares entitled to vote 30,459,059 shares Common stock entitled to vote at annual meeting

Participation rate 88.26% Percentage of shares entitled to vote that were represented

Auditor ratification votes for 26,844,067 votes Votes for ratifying Ernst & Young LLP for fiscal 2026

Say-on-pay votes for 24,307,138 votes Advisory approval of named executive officer compensation

2026 Equity Plan votes for 24,628,789 votes Approval of 2026 Equity Incentive Plan

Key Terms

broker non-votes, independent registered public accounting firm, Advisory Vote on Compensation of Named Executive Officers, 2026 Equity Incentive Plan

4 terms

broker non-votes financial

"The voting results were as follows Name | Votes For | Votes Against | Abstentions | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Advisory Vote on Compensation of Named Executive Officers financial

"Advisory Vote on Compensation of Named Executive Officers (“Say-On-Pay”)"

2026 Equity Incentive Plan financial

"Approval of the 2026 Equity Incentive Plan The stockholders approved a proposal for the approval of the Company’s 2026 Equity Incentive Plan"

Understanding 8-K Material Events →

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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): May 28, 2026

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)		(IRS Employer Identification No.)

400 Fairview Avenue North, Suite 1200

Seattle, Washington 98109

(Address of principal executive offices, including 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 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
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 5.07. Submission of Matters to a Vote of Security Holders.

On Thursday, May 28, 2026, the Company held the Annual Meeting at 9:00 a.m., Pacific Time. At the Annual Meeting, 26,882,531 shares of the Company’s common stock, or approximately 88.26% of the 30,459,059 shares of common stock entitled to vote, were present in person or by proxy and voted on the following four proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 16, 2026.

Proposal 1. Election of Directors

The stockholders elected as directors the seven individuals listed below to serve until the Company’s 2027 annual meeting of stockholders, or until their successors are duly elected and qualified. The voting results were as follows:

Name	Votes For	Votes Against	Abstentions	Broker Non-Votes
Chris Diorio	25,154,198	176,044	7,547	1,544,742
Daniel Gibson	23,960,225	1,208,574	168,990	1,544,742
Umesh Padval	23,532,923	1,631,752	173,114	1,544,742
Steve Sanghi	17,150,572	8,015,815	171,402	1,544,742
Meera Rao	23,786,508	1,379,685	171,596	1,544,742
Arthur Valdez, Jr.	25,006,188	161,495	170,106	1,544,742
Miron Washington	24,659,207	509,874	168,706	1,544,742

Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
26,844,067		22,670		15,794		—

Proposal 3. Advisory Vote on Compensation of Named Executive Officers (“Say-On-Pay”)

The stockholders approved a proposal for the approval, on an advisory basis, of the compensation of the Company’s named executive officers. The voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
24,307,138		1,008,618		22,033		1,544,742

Proposal 4. Approval of the 2026 Equity Incentive Plan

The stockholders approved a proposal for the approval of the Company’s 2026 Equity Incentive Plan. The voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
24,628,789		691,826		17,174		1,544,742

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: May 29, 2026		By:		/s/ Chris Diorio
				Chris Diorio
				Chief Executive Officer

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