PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The
audit and risk committee of the board of directors has appointed Ernst & Young LLP (EY) as our independent registered public accounting firm to perform the audit of our financial statements for the year ending December 31, 2022.
EY began serving as our independent registered public accounting firm for the audit of our financial statements for the year ended December 31, 2020 following the dismissal of PricewaterhouseCoopers LLP (PwC) was as our independent
registered public accounting firm effective April 28, 2020.
Notwithstanding EYs selection as our independent registered public accounting firm
for the year ending December 31, 2022, our audit and risk committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the audit and risk committee believes that such a change would
be in the best interests of Impinj, Inc. and its stockholders. At the Annual Meeting, the stockholders are being asked to ratify the appointment of EY as our independent registered public accounting firm for the year ending December 31, 2022. Our
audit and risk committee is submitting the selection of EY to our stockholders because we value our stockholders views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of EY
will be present at the Annual Meeting, and they will have an opportunity to make statements and will be available to respond to appropriate questions from stockholders.
If the stockholders do not ratify the appointment of EY, the board of directors may reconsider the appointment.
Change of Independent Registered Public Accounting Firm
Our audit and risk committee, in accordance with its charter, routinely reviews the performance and retention of our independent registered public accounting
firm. On April 28, 2020, the audit and risk committee approved the dismissal of PwC, which was then serving as our independent registered public accounting firm. PwC was dismissed on April 28, 2020 as our independent registered public accounting
firm, effective April 28, 2020.
PwCs reports on our financial statements for the years ended December 31, 2019 and 2018 did not contain an
adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal
years ended December 31, 2019 and 2018 and the subsequent interim period through April 28, 2020, there were no disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the
Exchange Act (Regulation S-K) and the related instructions thereto, with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of PwC, would have caused it to make reference to the subject matter of the disagreements in connection with its reports.
During the fiscal years ended December 31, 2019 and 2018 and the subsequent interim period through April 28, 2020, except as noted below, there were no
reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto. As disclosed in our Annual Report on
Form 10-K for the year ended December 31, 2018, filed with the SEC on February 28, 2019, we remediated a previously identified material weakness in our internal control over financial reporting relating
to the accounting and financial statement disclosure over complex accounting matters. The subject matter of this reportable event was discussed by the audit and risk committee with PwC. We authorized PwC to respond fully to the inquiries of EY
concerning the subject matter of the reportable event.
On April 28, 2020, the audit and risk committee approved the appointment of EY as our new
independent registered public accounting firm, effective April 28, 2020. During the fiscal years ended December 31, 2019 and 2018 and the subsequent interim period through April 28, 2020, neither we nor anyone acting on our behalf consulted with EY
regarding any of the matters described in Items 304(a)(2)(i) and (ii) of Regulation S-K.
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