UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
 
FORM 8-K
CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): November 15, 2019
 
PARKERVISION, INC.
(Exact Name of Registrant as Specified in Charter)
 
Florida
000-22904
59-2971472
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
 
 
9446 Philips Highway, Suite 5A, Jacksonville, Florida
32256
(Address of Principal Executive Offices)
(Zip Code)
 
(904) 732-6100
(Registrant’s Telephone Number, Including Area Code)
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Common Stock, $.01 par value
PRKR
OTCQB
Common Stock Rights
 
OTCQB

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter.
 
Emerging growth company   ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐
 
 
 
 
 
Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On November 15, 2019, the shareholders of the Company approved an amendment to the Company’s amended and restated articles of incorporation to increase the number of authorized shares of common stock from 75,000,000 to 110,000,000.   The board of directors of the Company approved the amendment on September 19, 2019, pending shareholder approval. The amendment is more fully described on pages 16 to 18 of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 1, 2019, which description is incorporated herein by reference.

Articles of amendment to the Company’s amended and restated articles of incorporation setting forth the amendment were filed with the Department of State of the State of Florida on November 18, 2019.
 
The foregoing summary of the material terms and conditions of the articles of amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the articles of amendment, which are included as Exhibit 3.1 to this report and are incorporated herein by reference.

Item 5.07 – Submission of Matters to a Vote of Security Holders.
 
The Company held its Annual Meeting of Shareholders (the “Annual Meeting”) on November 15, 2019. The record date for shareholders entitled to notice of, and to vote at, the Annual Meeting was September 20, 2019. At the close of business on that date, the Company had 33,426,850 shares of common stock issued and outstanding and entitled to be voted at the Annual Meeting. Five proposals were submitted to the Company’s shareholders at the Annual Meeting. The proposals are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on October 1, 2019. The final voting results were as follows:
 
Proposal 1
 
The Company’s shareholders elected the following Class III Directors to serve for a term expiring at the 2022 Annual Meeting. The voting results are set forth below.
 
 
 
Votes For
 
 
Votes Against
 
 
Votes Withheld
 
 
Broker Non-Vote
 
Paul Rosenbaum
11,161,374
0
210,897
14,723,504
Robert Sterne
11,105,527
0
266,744
14,723,504
 
Proposal 2
 
The Company’s shareholders approved an amendment to the amended and restated articles of incorporation of the Company to increase the number of authorized shares of common stock from 75,000,000 to 110,000,000.  The voting results are set forth below.
 
 
Votes For
 
 
Votes Against
 
 
Votes Abstained
 
 
Broker Non-Vote
 
25,009,771
1,030,944
55,060
N/A
 
 
Proposal 3
 
The Company’s shareholders ratified the selection of Moore Stephens Lovelace, P.A. as the Company’s independent registered public accounting firm for the year ending December 31, 2019. The voting results are set forth below.
 
 
Votes For
 
 
Votes Against
 
 
Votes Abstained
 
 
Broker Non-Vote
 
25,898,782
170,209
26,784
N/A
 
Proposal 4
 
The Company’s shareholders approved the advisory resolution approving executive compensation. The voting results are set forth below.
 
 
Votes For
 
 
Votes Against
 
 
Votes Abstained
 
 
Broker Non-Vote
 
11,078,850
255,465
37,956
14,723,504
 
Proposal 5
 
The Company’s shareholders voted to hold future say-on-pay votes on executive compensation every two years. The voting results are set forth below.
 
 
One Year
 
 
Two Years
 
 
Three Years
 
 
Votes Abstained
 
 
Broker Non-Vote
 
475,103
10,746,618
75,011
75,539
14,723,504
  
 
 
 
 
Item 9.01 – Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit
 
Description
3.1
 
 

 
 
 
 
 
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
PARKERVISION, INC.
 
 
 
 
 
Dated: November 19, 2019
By:  
/s/ Cynthia Poehlman  
 
 
 
Cynthia Poehlman
 
 
 
Chief Financial Officer
 
 
 
 
 
 
 
 
ARTICLES OF AMENDMENT
TO
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
PARKERVISION, INC.
__________________________________
 
Pursuant to Section 607.1006 of the
Florida 1989 Business Corporation Law
__________________________________
 
FIRST: The name of the Corporation is ParkerVision, Inc.
 
SECOND: This amendment to the Amended and Restated Articles of Incorporation of the Corporation was approved and adopted, as prescribed by Section 607.1003 of the Florida 1989 Business Corporation Act, by the Board of Directors at a meeting held September 19, 2019 and by the holders of the common stock of the Corporation at a meeting held on November 15, 2019. The number of votes cast for the amendment by the shareholders was sufficient for approval. Only the holders of common stock were entitled to vote on the amendment.
 
THIRD: This amendment is to be effective immediately upon filing.
 
FOURTH: Article IV of the Amended and Restated Articles of Incorporation of the Corporation is further amended by deleting the first paragraph of Article IV, Section 4.1, and in its place substituting the following:
 
Section 4.1 Authorized Capital. The number of shares of stock which this corporation is authorized to issue shall be 125,000,000 shares, of which 110,000,000 shares shall be voting Common Stock having a par value of $0.01 and 15,000,000 shares shall be Preferred Stock having a par value of $1.00 per share.
 
IN WITNESS WHEREOF, we have executed this amendment to the Articles of Incorporation, as amended, this 18th day of November 2019.
 
 
 
PARKERVISION, INC
 
 
 
 
 
By:
/s/ Jeffrey L. Parker
 
 
 
Jeffrey L. Parker
 
 
 
Chief Executive Officer
 
 
 
 
 
By:
/s/ Cynthia Poehlman
 
 
 
Cynthia Poehlman
 
 
 
Secretary