PI Impinj Inc

On April 18, 2022, the Board of Directors (the “Board”) of Impinj, Inc. (the “Company”), acting upon the recommendation of the Board’s Nominating and Corporate Governance Committee, approved amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), which became effective immediately.

The amendments add a new Section 2.15 to implement proxy access beginning with the Company’s annual meeting of stockholders to be held in 2023. The proxy access provision will permit a stockholder, or a group of no more than 20 stockholders, owning 3% or more of the Company’s outstanding stock continuously for at least three years, to nominate and include in the Company’s proxy materials (i) one director nominee if the number of directors to be elected at an annual meeting is seven or less, and (ii) if the number of directors to be elected at an annual meeting is greater than seven, director nominees constituting up to the greater of 20% of the Board or two directors, provided in each case that the requirements set forth in the Bylaws are satisfied.

The amendments also include various conforming, technical, modernizing and other administrative changes, including requiring that proponents of stockholder proposals be a stockholder of record at the time of the giving of the notices required by the Bylaws, on the record date for the determination of stockholders entitled to vote at the meeting, and on the date of the meeting at which such stockholder proposal is to be presented; clarifying the rights of the Company to request additional information regarding stockholder proposals; and clarifying the period during which stockholders may nominate nominees for newly created directorships following the public announcement thereof.

The foregoing description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the Bylaws attached hereto as Exhibit 3.1 and incorporated by reference herein.