Impinj 2021 annual meeting is June 10, 9 AM Pacific Time. To attend, vote, and submit questions during the Annual Meeting visit here. You will need the 16-digit control number provided on your proxy card or voting instruction form. I recommend voting in advance. Enhance long-term value so that Impinj lives up to its full potential. Vote FOR All Directors, Auditor, and Proxy Access.
Impinj, Inc. operates a cloud connectivity platform. Its platform, which comprises multiple product families, wirelessly connects individual items and delivers data about the connected items to business and consumer applications. Most shareholders do not vote. Reading through 35+ pages of the proxy takes time but your vote could be crucial. Below, how I voted and why.
If you have read these posts related to my portfolio and proxy proposals for the last 25 years and trust my judgment, skip 7 minutes of reading. See how I voted my ballot. Voting will take you only a minute or two. Every vote counts.
Impinj 2021: ISS Ratings
Impinj, Inc.’s ISS Governance QualityScore as of April 30, 2021, is 9. The pillar scores are Audit: 5; Board: 9; Shareholder Rights: 5; Compensation: 10.
Impinj 2021: Board Proposals
Total compensation last year for our CEO Chris Diorio was $3.2M, less than the median $3.8 to small-cap CEOs. Additionally, Impinj has outperformed small-caps during the latest 1, 2, and 5-year periods, so the pay is at least crudely aligned with performance.
Vote: FOR all directors.
I have no reason to believe the auditor engaged in poor accounting practices or has a conflict of interest. Egan-Jones recommends voting against the auditor if they served for seven years. Independence becomes compromised by that time. Ernst & Young has only served one year.
3. Proxy Access
This good corporate governance proposal comes from me, James McRitchie, so of course I voted FOR. The Board takes no position.
In 2002 I petitioned the SEC to allow proxy access proposals. It took 8 years for the SEC to finally agree and adopt a rule allowing shareholders to request it at individual companies. By now, 77% of S&P 500 companies have now adopted and proxy access is spreading to smaller companies like Impinj.
However, the evidence is in. Although proxy access initially raises the value of companies that adopt it, implementation has been problematic. Most place a limit of 20 on the number of shareholders that can participate in a nominating group. Look at the largest shareholders at Impinj. Most have never even filed a shareholder proposal. They are unlikely to form a group to nominate directors. Because of the common 20 member group limit, proxy access has not been used and its true value has not been realized.
This proposal is likely to pass. When it does, it is important that Impinj respect the central request of the proposal, which is to implement proxy access with no limit on the number of shareholders forming a nominating group. That is crucial in providing shareholders a stronger voice. Real proxy access creates a more competitive environment for directors. They know if they fail, shareholders can replace them. I do not expect that need to arise at Impinj but having proxy access in the toolbox in case we do eventually need it is a good idea. Proxy access increases the value of your shares by keeping directors focused on shareholders.
Impinj 2021 CorpGov Recommendations
Proxy Insight reported no votes when I last checked.
In looking up a few funds in our Shareowner Action Handbook, Calvert votes Against Gibson based on less than 40% diversity and failure to address supermajority requirement; For all other items.
- Directors: FOR all
- Auditor: FOR
- Proxy Access: FOR
Impinj 2021: Issues for Future Proposals
Looking at insightia for anti-shareholder provisions:
- No requirement to separate CEO and Chair.
- Written Consent not provided for shareholders.
- Special Meetings cannot be called by shareholders.
- Shareholders have no right to Proxy Access.
- A Supermajority vote is required to amend bylaws.
Impinj 2022: Mark Your Calendar
To be considered for inclusion in our proxy statement for our 2022 annual meeting of stockholders, our corporate secretary must receive the written proposal at our principal executive office not later than December 30, 2021. Stockholders should address proposals to: Impinj, Inc., 400 Fairview Avenue North, Suite 1200, Seattle, WA 98109. Phone (206) 517-5300
Be sure to vote for each item on the proxy. Any items left blank get automatically voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime). I generally vote against pay packages where NEOs were paid above median in the previous year but make exceptions if warranted. According to Bebchuk, Lucian A. and Grinstein, Yaniv (The Growth of Executive Pay), aggregate compensation by public companies to NEOs increased from 5 percent of earnings in 1993-1995 to about 10 percent in 2001-2003.
Few firms admit to having average executives. They generally set compensation at above average for their “peer group.” Peer groups are often chosen by aspiration. The “Lake Woebegone effect” may be nice in fictional towns, “where all the children are above average.” However, corporations live in the real world. All CEOs are above average. Ignoring that fact partly explains why their collective pay spiraling out of control. We need to slow the pace of money going to the 1% or our economy will fail to serve the majority. The rationale for peer group benchmarking is a mythological market for CEOs. For more on the subject, see CEO Pay Machine Destroying America.