UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): August 31, 2020
PARKERVISION, INC.
(Exact
Name of Registrant as Specified in Charter)
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Florida
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000-22904
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59-2971472
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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9446
Philips Highway, Suite 5A, Jacksonville, Florida
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32256
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(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:
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Title
of Each Class
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Trading
Symbol
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Name of
Each Exchange on Which Registered
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Common
Stock, $.01 par value
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PRKR
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OTCQB
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Common
Stock Rights
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OTCQB
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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):
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e 4(c))
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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 August 31, 2020, 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 110,000,000 to 140,000,000. The board
of directors of the Company approved the amendment on June 5, 2020,
pending shareholder approval. The amendment is more fully described
on pages 14 to 15 of the Company’s Definitive Proxy Statement
on Schedule 14A filed with the Securities and Exchange Commission
on July 14, 2020, 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
September 2, 2020, and
the amendment became effective on September 4,
2020.
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 August 31, 2020. The record date
for shareholders entitled to notice of, and to vote at, the Annual
Meeting was July 2, 2020. At the close of business on that date,
the Company had 49,097,007 shares of common stock issued and
outstanding and entitled to be voted at the Annual Meeting. Three
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 July 14, 2020. The final
voting results were as follows:
Proposal 1
The Company’s shareholders elected the following Class I
Director to serve for a term expiring at the 2023 Annual Meeting.
The voting results are set forth below.
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Votes For
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Votes Against
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Votes Withheld
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Broker Non-Vote
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Jeffrey Parker
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16,852,617
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0
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195,796
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16,260,256
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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
110,000,000 to 140,000,000. The voting results are set
forth below.
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Vote
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32,023,532
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1,026,488
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258,649
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N/A
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Proposal 3
The Company’s shareholders ratified the selection of MSL,
P.A. as the Company’s independent registered public
accounting firm for the year ending December 31, 2020. The voting
results are set forth below.
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Vote
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33,002,241
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101,311
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205,117
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N/A
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Item
9.01 – Financial Statements and Exhibits.
(d)
Exhibits
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.
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Dated:
September 4, 2020
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PARKERVISION, INC.
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By /s/ Cynthia
Poehlman
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Cynthia Poehlman
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Chief Financial Officer
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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
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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 June
5, 2020 and by the holders of the common stock of the Corporation
at a meeting held on August 31, 2020. 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 155,000,000 shares, of
which 140,000,000 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 1st day of September
2020.
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PARKERVISION, INC
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By:
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/s/
Jeffrey L. Parker
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Jeffrey
L. Parker
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Chief
Executive Officer
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By:
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/s/
Cynthia Poehlman
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Cynthia
Poehlman
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Secretary
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