Impinj 2023 Fair Elections

Impinj 2023 Fair Elections

Impinj 2023. Fair Elections is just one of several issues to be voted on before the annual meeting at 9:00 am Pacific on June 8, 2023. Vote AGAINST Gibson, Padval, and Sanghi; FOR other items, especially fair elections.  Join the meeting with your control number.

The Shareholder CommonsImpinj, Inc. operates a cloud connectivity platform in the Americas, the Asia Pacific, Europe, the Middle East, and Africa. Its platform, which comprises multiple product families, wirelessly connects individual items and delivers data about the connected items to business and consumer applications. I voted with the Board’s recommendations 60% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A).

Read Warnings. Good corporate governance generally results in better profits and a better society. However, I don’t prioritize profits over our natural environment and human needs, especially when companies externalize costs. (see The Shareholder Commons)

Impinj 2023: ISS Rating

Impinj, Inc.’s ISS Governance QualityScore as of June 1, 2023, is 4. The pillar scores are Audit: 5; Board: 4; Shareholder Rights: 1; Compensation: 7.

Corporate governance scores courtesy of Institutional Shareholder Services (ISS). Scores indicate decile rank relative to index or region. A decile score of 1 indicates lower governance risk, while a 10 indicates higher governance risk.

Impinj 2023: How I Voted

ItemProposalProponentMgt Vote
1.1Elect Director Daniel GibsonManagementForAgainst
1.2Elect Director Umesh PadvalManagementForAgainst
1.3Elect Director Steve SanghiManagementForAgainst
1.4Elect Director Cathal PhelanManagementForFor
1.5Elect Director Meera RaoManagementForFor
1.6Elect Director Chris DiorioManagementForFor
1.7Elect Director Miron WashingtonManagementForFor
2Ratify Ernst & Young LLP as AuditorsManagementForFor
3Advisory Vote to Ratify Named Executive Officers’ CompensationManagementForFor
4Amend Bylaws to Require Shareholder Approval of Certain Provisions Related to Director Nominations by ShareholdersShareholderAgainstFor

Impinj 2023 Votes ExplainedEgan-Jones

I’m getting ready for a vacation, so I did not wait for Egan-Jones’ recommendations. I got help by looking at NYC Comptroller and Calvert votes. We joined with them, voting against Gibson, Padval, and Sanghi for failing to raise the number of women and ethnic diversity on the board. Although Rao is also on the nominating committee, she has served for less than a year.

As You SowIconikapp

Generally, I have help with my voting from Egan-Jones, my own proxy voting policy through Iconikapp. and by briefly looking and some funds that announce their votes in advance. Note: you can automate all your proxies to be voted according to human values by signing up for the iconik/AYS app. In about two minutes, you’ll vote all your proxies according to values that balance environment, social, governance, and profitability. More information at Free Proxy Advisor From As You Sow & Iconikapp. I have a more customized version, so your results with the iconik/AYS app may differ. Now, you can also sign-up for automated voting with iconikapp through Third Act.
Third Act

Impinj 2023: My Fair Elections Proposal

Proposal #4 is from me, James McRitchie. In 2002 I petitioned the SEC for proxy access. It took three rulemakings and a court battle. More than 20 years later, 81% of S&P 500 companies have something called proxy access. Unfortunately, it requires that nominating groups hold 3% for 3 years AND groups are limited to 20 members.

With that limit on the number of group members, proxy access can’t really be done without one of the Big Four. These huge fund families have a conflict of interest because they administer retirement savings plans for companies and have never even filed a shareholder proposal, let alone challenged directors. Therefore, proxy access has gone unused.

An alternative to ensure shareholders have a real voice in nominating directors was proposed in 1992.  The SEC finally adopted universal proxies, allowing shareholders, under specified conditions, to split votes between board nominees and challengers without attending annual meetings. But universal proxies could go the way of proxy access.

Fair Election Concerns

After reading bylaws adopted by Masimo, Bloomberg’s Matt Levine speculated that company bylaws might demand challengers submit disclosures on paper woven from unicorn manes, with requirements waived for the board’s own nominees.

Impinj doesn’t have any such provisions right now. But directors could change that.

Most agree there should be some limits on what Boards can require without seeking shareholder approval in advance or at least within a year or so of adoption. For 2023, I filed 30 proposals like the one before you. We reached agreements at about 1/3 of the companies based on guardrails that preserve the rule’s intent.

Shareholder proposals are advisory. Even if we win overwhelmingly, boards are free to ignore them or to adopt whatever they please. But higher votes do make companies, proxy advisors, and even the Big Four take notice.

Your vote FOR this proposal can help us reach an agreement with Impinj to protect the rights of shareholders.

Please Vote FOR proposal Number 4.

Impinj 2023: Other Recommendations

You might want to check how a few funds voted. Use our Shareowner Action Handbook.

Impinj 2024: Mark Your Calendar

Stockholders may present proposals for inclusion in our proxy statement and for consideration at the next annual meeting of stockholders by submitting their proposals in writing to our corporate secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 2024 annual meeting of stockholders, our corporate secretary must receive the written proposal at our principal executive offices not later than December 27, 2023. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholders should address proposals to:

Impinj, Inc.
Attention: Corporate Secretary
400 Fairview Avenue North, Suite 1200,
Seattle, WA 98109
(206) 517-5300


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