Impinj adopts amended bylaws with universal proxy, exclusive federal forum, and updated advance notice rules

IMPINJ INC

Bylaw amendments effective Feb 23, 2023, align with new SEC universal proxy rules and recent DGCL changes.
Advance notice deadlines adjusted; stockholder notices must include proxy arrangements, performance fees, and Rule 14a-19 compliance evidence.
Director nominees must consent to resignation policy if failing to receive required vote at next election.
Federal district courts designated sole exclusive forum for Securities Act claims against the company (Section 9.5).
Amendments also cover meeting adjournment, conduct of business, and stockholder list procedures per DGCL updates.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

IMPINJ INC: Adopted amended and restated bylaws updating advance notice procedures, exclusive forum, and other provisions to align with universal proxy rules and recent DGCL amendments (effective 2023-02-23).

Change: bylaw amendment
Effective: 2023-02-23

Exact text from the filing

On February 23, 2023, in connection with the effectiveness of new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the “DGCL”), and a periodic review of the bylaws of Impinj, Inc. (the “Company”), the Company’s board of directors (the “Board”), acting upon the recommendation of its Nominating and Corporate Governance Committee, adopted amended and restated bylaws (the “Amended and Restated Bylaws”), effective immediately.

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Source: SEC EDGAR

accession 0000950170-23-005139

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