prkr20241028_8k.htm
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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): October 28, 2024
--12-31
 
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.)
 
   
4446-1A Hendricks Avenue Suite 354, Jacksonville, Florida
32207
(Address of Principal Executive Offices)
(Zip Code)
 
(904) 732-6100
(Registrant’s Telephone Number, Including Area Code)
 
N/A
(Former Name or Former Address, if Changed Since Last Report)
 
 
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))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
None
 
 
 
 
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 October 28, 2024, 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 175,000,000 to 225,000,000.  The board of directors of the Company approved the amendment on July 31, 2024, pending shareholder approval.  The amendment is more fully described on pages 19 to 20 of the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 12, 2024, 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 October 28, 2024 (as corrected on October 30, 2024) and became effective on October 30, 2024.
 
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 October 28, 2024.  The record date for shareholders entitled to notice of, and to vote at, the Annual Meeting was September 3, 2024.  At the close of business on that date, the Company had 89,673,211 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 September 12, 2024.  The final voting results were as follows:
 
Proposal 1
 
The Company’s shareholders elected the following Class II Director to serve for a term expiring at the 2027 annual meeting.  The voting results are set forth below. 
 
 
Votes For
Votes Against
Votes Withheld
Broker Non-Vote
Lewis H. Titterton
27,227,658
0
2,359,270
29,015,293
 
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 175,000,000 to 225,000,000.  The voting results are set forth below.
 
Votes For
Votes Against
Votes Abstained
Broker Non-Vote
50,504,008
7,897,534
200,679
N/A
 
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, 2024.  The voting results are set forth below.
 
Votes For
Votes Against
Votes Abstained
Broker Non-Vote
58,181,343
308,612
112,266
N/A
 
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits:
 
Exhibit
Description
3.1 Articles of Amendment to Amended and Restated Articles of Incorporation dated October 28, 2024
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
 
 
 
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.
 
     
Dated: October 31, 2024
    
   
PARKERVISION, INC.
     
   
By /s/ Cynthia French
   
Cynthia French
   
Chief Financial Officer
 
 

Exhibit 3.1

 

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 July 31, 2024, and by the holders of the common stock of the Corporation at a meeting held on October 28, 2024. 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 240,000,000 shares, of which 225,000,000 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 28th day of October, 2024.

 

   

PARKERVISION, INC
     
   

By:

 /s/ Jeffrey L Parker
     

Jeffrey L. Parker
     

Chief Executive Officer
     
   

By:

 /s/ Cynthia French
     

Cynthia French
     

Secretary