8-K

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): August 31, 2020

PARKERVISION, INC.

(Exact Name of Registrant as Specified in Charter)

Florida	000-22904	59-2971472
(State<br>or Other Jurisdiction of Incorporation)	(Commission<br>File Number)	(IRS<br>Employer Identification No.)
9446<br>Philips Highway, Suite 5A, Jacksonville, Florida	32256
---	---
(Address<br>of Principal Executive Offices)	(Zip<br>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<br>of Each Class	Trading<br>Symbol	Name of<br>Each Exchange on Which Registered
Common<br>Stock, $.01 par value	PRKR	OTCQB
Common<br>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<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR<br>240.14a-12)
☐	Written<br>communications pursuant to Rule 425 under the Securities Act (17<br>CFR 230.425)
☐	Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17<br>CFR 240.14d-2(b))
☐	Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17<br>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 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.

	Votes For	Votes Against	Votes Withheld	Broker Non-Vote
Jeffrey Parker	16,852,617	0	195,796	16,260,256

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.

Votes For	Votes Against	Votes Abstained	Broker Non-Vote
32,023,532	1,026,488	258,649	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, 2020. The voting results are set forth below.

Votes For	Votes Against	Votes Abstained	Broker Non-Vote
33,002,241	101,311	205,117	N/A

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
3.1	Articles of<br>Amendment to Amended and Restated Articles of Incorporation dated<br>September 1, 2020

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:<br>September 4, 2020
	PARKERVISION, INC.
	By /s/ Cynthia<br>Poehlman
	Cynthia Poehlman
	Chief Financial Officer

prkr-20200903xex3_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 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.

PARKERVISION, INC
By:	/s/<br>Jeffrey L. Parker
	Jeffrey<br>L. Parker
	Chief<br>Executive Officer
By:	/s/<br>Cynthia Poehlman
	Cynthia<br>Poehlman
	Secretary