PARKERVISION INC
10-Ks and 10-Qs
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. )
Filed by the
Registrant ☒
Filed by a Party
other than the Registrant ☐
Check the
appropriate box:
☐
Preliminary Proxy
statement
☐
Confidential, For
Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
☒
Definitive Proxy
statement
☐
Definitive
Additional Materials
☐
Soliciting Material
Pursuant to §240.14a-12
PARKERVISION, INC.
(Name of Registrant
as Specified in Its Charter)
N/A
(Name of Person(s)
Filing Proxy statement, if Other Than the Registrant)
Payment of Filing
Fee (Check the appropriate box):
☒
No fee
required.
☐
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1)
Title
of each class of securities to which transaction applies:
__________________
(2)
Aggregate number of
securities to which transaction applies:
__________________
(3)
Per
unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was
determined):
(4)
Proposed maximum
aggregate value of transaction: __________________
(5)
Total
fee paid: __________________
☐
Fee
paid previously with preliminary materials:
__________________
☐
Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date
of its filing.
(1)
Amount
previously paid: __________________
(2)
Form,
Schedule or Registration Statement No.:
__________________
(3)
Filing
Party: __________________
(4)
Date
Filed: __________________
PARKERVISION,
INC.
9446
Philips Highway, Suite 5A
___________
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
TO
BE HELD NOVEMBER 15, 2019
___________
Notice is hereby
given that the annual meeting of shareholders (the “Annual
Meeting”) of ParkerVision, Inc. (the “Company”,
“we” or “our”), will be held on November
15, 2019 at 10:00 a.m. Eastern Time. For your convenience, you may
attend the Annual Meeting online at
www.virtualshareholdermeeting.com/PRKR
2019
or in person at One Independent Drive, Suite 3300, Jacksonville,
Florida 32202.
To participate in
the Annual Meeting, you will need your 16-digit control number
included with the notice of internet availability of proxy
materials or proxy card. Instructions on how to attend and
participate in the Annual Meeting online can be found at
www.proxyvote.com
or at
www.virtualshareholdermeeting.com/PRKR
2019.
You will be able to vote your shares
while attending the Annual Meeting by following the instructions on
the website.
At the Annual
Meeting, the Company's shareholders will vote on the following
proposals:
1.
to elect two
nominees as Class III directors to the Board of
Directors;
2.
to approve an
amendment to the amended and restated articles of incorporation of
the Company to increase the number of authorized shares of common
stock;
3.
to ratify the
selection of Moore Stephens Lovelace, P.A. as the Company’s
independent registered public accounting firm for the year ending
December 31, 2019;
4.
to approve, on an
advisory basis, the Company’s named executive officer
compensation;
5.
to select, on an
advisory basis, the frequency of future advisory votes on the
Company’s named executive officer compensation;
and
6.
to transact such
other business as may properly come before the Annual Meeting or
any adjournments or postponements thereof.
The transfer books
will not be closed for the Annual Meeting. The board of directors
has fixed the close of business on September 20, 2019 as the record
date for the determination of shareholders entitled to notice of,
and to vote at, the Annual Meeting, and any adjournments
thereof.
You are urged to read the attached proxy statement, which contains
information relevant to the actions to be taken at the Annual
Meeting. In order to assure the presence of a quorum, whether or
not you expect to attend the Annual Meeting either online or in
person, please vote your shares by proxy as promptly as possible.
You may revoke your proxy if you so desire at any time before it is
voted. For directions to be able to attend the Annual Meeting and
vote in person, please contact the Company’s Corporate
Secretary at (904) 732-6100.
i
Important Notice Regarding
the Availability of Proxy Materials for the Shareholder Meeting to
Be Held on November 15, 2019
: The Company’s proxy
statement and annual report to security holders are available at
https://www.proxyvote.com
.
By Order of the
Board of Directors
Cynthia
Poehlman
Chief Financial Officer and Corporate Secretary
Jacksonville,
Florida
September 30,
2019
ii
PARKERVISION,
INC.
___________
PROXY
STATEMENT
FOR
THE ANNUAL MEETING OF SHAREHOLDERS
TO
BE HELD ON NOVEMBER 15, 2019
___________
Table
of Contents
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iii
I
NFORMATION CONCERNING SOLICITATION AND
VOTING
General
This proxy
statement and the accompanying proxy materials are being furnished
to our shareholders in connection with the solicitation of proxies
by our board of directors (our “Board”) for use at our
annual meeting of shareholders (the “Annual Meeting”)
to be held Friday, November 15, 2019 at 10:00 a.m. Eastern Time for
the following purposes:
1.
to elect two Class
III members of the Board to hold office until the third ensuing
annual meeting and until their respective successors are duly
elected and qualified;
2.
to approve an
amendment to the amended and restated articles of incorporation of
the Company, as amended, to increase the number of authorized
shares of common stock from 75,000,000 shares to 110,000,000
shares;
3.
to ratify the
appointment of Moore Stephens Lovelace P.A. (“MSL”) as
the Company’s independent registered public accounting firm
for the year ending December 31, 2019;
4.
to approve, on an
advisory basis, the Company’s named executive officer
compensation;
5.
to select, on an
advisory basis, the frequency of future advisory votes on the
Company’s named executive officer compensation;
and
6.
to transact such
other business as may properly come before the Annual Meeting or
any adjournments or postponements thereof.
The Annual Meeting
will be held at via live webcast at
www.virtualshareholdermeeting.com/PRKR201
9
and will begin promptly at 10 a.m. Eastern Time. We encourage you
to access the Annual Meeting prior to the start time. Online
check-in will begin at 9:45 a.m. Eastern Time, and you should allow
ample time for the check-in procedures. You may also choose to
attend the Annual Meeting in person at One Independent Drive, Suite
3300, Jacksonville, Florida 32202. This proxy statement and the
accompanying proxy materials will be sent or made available to
shareholders on or about October 2, 2019.
Record
Date and Voting Securities
Our Board has fixed
the close of business on September 20, 2019 as the record date for
determination of shareholders entitled to notice of, and to vote
at, the Annual Meeting. As of September 20, 2019, we had issued and
outstanding 33,426,850 shares of common stock, par value $.01 per
share, our only class of voting securities outstanding. Each of our
shareholders is entitled to one vote for each share of common stock
registered in his or her name on the record date.
Voting
There are several
different methods shareholders can use to vote their
shares:
1.
By Internet:
You can submit a proxy
over the internet to vote your shares by following the instructions
provided either in the notice of internet availability of proxy
materials or on the proxy card or voting instruction form you
received if you requested a full set of the proxy materials by mail
or email;
1
2.
By telephone:
If you requested a full
set of proxy materials by mail or email, you can submit a proxy
over the telephone by following the instructions provided on the
proxy card or voting instruction form accompanying the proxy
materials you received. If you received a notice of internet
availability of proxy materials only, you can submit a proxy over
the telephone to vote your shares by following the instructions at
the internet web address referred to in the notice;
3.
By mail:
If you requested and received
a full set of the proxy materials by mail or email, you can submit
a proxy by mail to vote your shares by completing, signing, and
returning the proxy card or voting instruction form accompanying
the proxy materials you received; or
4.
During the Annual Meeting:
Y
ou may
vote virtually via the internet during the Annual Meeting. If
you desire to vote during the meeting, please follow the
instructions for attending and voting during the Annual Meeting
posted at
www.virtualshareholdermeeting.com/PRKR201
9
.
Alternatively, if y
ou attend the Annual Meeting in person,
you may vote by submitting the ballot that will be provided to you
at the Annual Meeting.
Shareholders
of Record and Shareholders Who Hold Shares in “Street
Name”
If your shares of
common
stock are registered in your
name on the books and records of our transfer agent, you are the
shareholder of record. If your shares of common stock are held for
you in the name of your broker, bank or other nominee, your shares
are held in “street name.”
If you are a
shareholder of record and you sign and return a proxy card without
giving specific voting instructions or you indicate when voting on
the internet or by telephone that you wish to vote as recommended
by the Board, then the proxy holders will vote your shares in the
manner recommended by the Board on all matters presented in this
proxy statement and as the proxy holders may determine in their
discretion with respect to any other matters properly presented for
a vote at the Annual Meeting.
If you hold your shares in
“street name” through a bank, broker or other holder of
record, please refer to the materials provided to you by your bank,
broker or other holder of record for information on communicating
your voting instructions.
If you hold your shares in
street name, your bank, broker or other holder of record will not
be permitted to vote on your behalf on certain matters, including
with respect to the election of our directors, approval of the
amendments to our amended and restated articles of incorporation
and approval of the issuance of additional shares of our common
stock, unless it receives voting instructions from you.
To
ensure that your vote is counted, please (i) communicate your
voting instructions to your broker, bank, or other holder of record
before the Annual Meeting, (ii) obtain a legal proxy and vote
online using the instructions posted on the internet, (iii) or
obtain a legal proxy and arrange to attend the Annual Meeting in
person.
2
Proxies
and Revocation of Proxies
Your proxy is being
solicited by our Board for use at the Annual Meeting. By giving
your proxy, you are appointing as your proxies the persons that
have been designated by our Board. Any proxy given pursuant to this
solicitation and received in time for the Annual Meeting will be
voted in accordance with your instructions. If no instructions are
given, proxies given by a shareholder will be voted
“FOR” the election of each of the director nominees,
“FOR” the amendment to our amended and restated
articles of incorporation increasing the number of authorized
shares of common stock, and “FOR” ratification of the
appointment of Moore Stephens Lovelace, P.A. as our independent
registered public accounting firm. With respect to any other
proposal that properly comes before the Annual Meeting, the persons
appointed as proxies will vote as recommended by our Board or, if
no recommendation is given, in their own discretion, to the extent
permitted by applicable laws and regulations.
Any proxy may be
revoked by (i) submitting a written notice of revocation that is
received by our Corporate Secretary at any time prior to the voting
at the Annual Meeting, (ii) submitting a subsequent proxy prior to
the voting at the Annual Meeting or (iii) attending the Annual
Meeting and voting online or in person. Attendance by a shareholder
at the Annual Meeting does not alone serve to revoke his or her
proxy. Shareholders may send written notice of revocation to the
Corporate Secretary, ParkerVision, Inc., 9446 Philips Highway,
Suite 5A, Jacksonville, Florida 32256.
Quorum
and Required Vote
The presence, in
person, including online attendance, or by proxy, of a majority of
the stock issued and outstanding and entitled to vote at the Annual
Meeting will constitute a quorum at the meeting. A proxy submitted
by a shareholder may indicate that all or a portion of the shares
represented by his or her proxy are not being voted
(“shareholder withholding”) with respect to a
particular matter. Similarly, a broker may not be permitted to vote
stock held in street name on a particular matter in the absence of
instructions from the beneficial owner of the stock (“broker
non-vote”). The shares subject to a proxy which are not being
voted on a particular matter because of either shareholder
withholding or a broker non-vote will not be considered shares
present and entitled to vote on the matter. These shares, however,
may be considered present and entitled to vote on other matters and
will count for purposes of determining the presence of a quorum,
unless the proxy indicates that the shares are not being voted on
any matter at the Annual Meeting, in which case the shares will not
be counted for purposes of determining the presence of a
quorum.
Director Election
. The directors will
be elected by a plurality vote of the shares present and entitled
to vote at the Annual Meeting. “Plurality” means that
the nominees who receive the highest number of votes in their favor
will be elected as our directors. Consequently, any shares not
voted “FOR” a particular nominee, because of either
shareholder withholding or broker non-vote, will not be counted in
the nominee’s favor. Shareholders do not have cumulative
voting rights for directors.
Amendment to the Amended and Restated Articles
of Incorporation.
The approval of the amendment to our
amended and restated articles of incorporation to increase the
number of authorized shares of common stock requires the
affirmative vote of a majority of the shares present and entitled
to vote at the Annual Meeting. Abstentions have the same effect as
a vote against the proposal. Shares deemed present at the Annual
Meeting but not entitled to vote, either because of shareholder
withholding or broker non-vote, will have no effect on the
vote.
3
Ratification of the Appointment of MSL as our
Independent Registered Public Accounting Firm.
The
ratification of the appointment of MSL as our independent
registered public accounting firm requires the affirmative vote of
a majority of the shares present and entitled to vote at the Annual
Meeting. Abstentions have the same effect as a vote against the
proposal. Brokers are generally entitled to vote for the
ratification of the appointment of auditors and, consequently, we
do not anticipate receiving broker non-votes on this proposal.
Shares deemed present at the Annual Meeting but not entitled to
vote because of shareholder withholding will have no effect on the
vote.
Advisory Approval of Named Executive Officer
Compensation (“Say on Pay”).
The advisory
approval of the compensation of our named executive officers
requires the affirmative vote of a majority of the shares present
and entitled to vote at the Annual Meeting. Abstentions have the
same effect as a vote against the proposal. Shares deemed present
at the Annual Meeting but not entitled to vote, either because of
shareholder withholding or broker non-vote, will have no effect on
the vote. The results of the Say on Pay vote are advisory and
non-binding on our Board.
Advisory Approval of the Frequency of Advisory
Votes on Named Executive Officer Compensation (“Say on
Frequency”).
Like the Say on Pay vote, the results of
the Say on Frequency vote are advisory and non-binding on our
Board. The option – every one, two or three years –
which receives a plurality of the vote of the shares present and
entitled to vote at the Annual Meeting with respect to such
proposal will constitute the shareholders’ non-binding
selection with respect to frequency of future Say on Pay votes.
Abstentions, shareholder withholding and broker non-votes not be
counted in favor of any option.
Other Matters
. All other matters that
may be brought before the shareholders must be approved by the
affirmative vote of a majority of the shares present and entitled
to vote at the Annual Meeting, unless the governing corporate law,
our amended and restated articles of incorporation or our bylaws
require otherwise. Abstentions have the same effect as a vote
against the proposals. Shares deemed present at the Annual Meeting
but not entitled to vote, either because of shareholder withholding
or broker non-vote, will have no effect on the vote.
Appraisal
Rights
No appraisal rights
are available under Florida law, our amended and restated articles
of incorporation or our bylaws if you dissent from or vote against
any of the proposals to be presented at the Annual
Meeting.
Solicitation
of Proxies
Your proxy is being
solicited by our Board for use at the Annual Meeting. We have
retained Advantage Proxy to act as a proxy solicitor in conjunction
with the Annual Meeting. We have agreed to pay Advantage Proxy a
fee of $5,500, plus reasonable out-of-pocket expenses. If you are a
shareholder and have questions about the proposals including the
procedures for voting your shares, please contact Advantage Proxy
toll free at 1-877-870-8565 or by email at
ksmith@advantageproxy.com
.
Our officers and other employees, without additional remuneration,
may also assist in the solicitation of proxies in the ordinary
course of their employment. In addition to the use of the mail and
the internet, solicitations may be made personally or by email or
telephone, as well as by public announcement. We will bear the cost
of this proxy solicitation. We may also request brokers, dealers,
banks and their nominees to solicit proxies from their clients
where appropriate, and may reimburse them for reasonable expenses
related thereto.
4
Our Annual Report
on Form 10-K
for the
fiscal year ended December 31, 2018 (“Annual
Report”), which contains our audited financial statements, is
being sent or made available to our shareholders along with this
proxy statement. We will provide to you exhibits to the Annual
Report upon payment of a fee of $.25 per page, plus $5.00 postage
and handling charge, if a request is sent in writing to the
Corporate Secretary, ParkerVision, Inc., 9446 Philips Highway,
Suite 5A, Jacksonville, Florida 32256.
Interest
of Officers and Directors in the Proposals
In considering the
recommendation of the Board to vote for the proposed amendment to
our amended and restated articles of incorporation to increase the
number of authorized shares of common stock, you should be aware
that our officers and directors may have an interest in the
proposal which interest is not shared by our shareholders
generally.
On August 7, 2019,
we adopted a new Long-Term Incentive Plan (“Plan”).
Under the Plan, we may make grants of stock options, stock
appreciation rights, restricted stock and other stock-based awards
to our employees, officers, directors and consultants. We did not
have sufficient authorized but unissued shares to reserve for
grants under the Plan. Subject to the approval of Proposal II, we
will be required to reserve 12,000,000 shares of our common stock
for issuance under the Plan.
Also on August 7,
2019, the Board approved the grant of options to our executive
officers, key employees and non-employee directors. The options are
not exercisable until the Company has sufficient authorized
unissued shares or treasury shares available for such exercise. If
Proposal II is approved, the Company will have sufficient shares
available for the exercise of the options granted to executive
officers, key employees and non-employee directors.
5
P
ROPOSAL I: ELECTION OF DIRECTORS
General
Our Board is
divided into three classes with only one class of directors
typically being elected in each year and each class serving a
three-year term. The term of office of our Class III directors
expires at this year’s Annual Meeting. Our Board has
nominated Messrs. Paul Rosenbaum and Robert Sterne for re-election,
both of whom are current Class III directors.
Each of the
nominees has agreed to be named in this proxy statement and to
serve as a director if elected. Unless otherwise specified by you
when you give your proxy, the shares subject to your proxy will be
voted “FOR” the election of these nominees. In case any
of these nominees becomes unavailable for election to the Board, an
event which is not anticipated, the persons appointed as proxies,
or their substitutes, shall have full discretion and authority to
vote or refrain from voting your shares for any other person in
accordance with their judgment.
Directors
and Director Nominees
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Name
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Age
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Position with the
Company
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Paul A.
Rosenbaum
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76
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Class III Director
Nominee
Audit Committee
Chair
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Robert G.
Sterne
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67
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Class III
Director
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Frank
Newman
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77
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Class II
Director
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Jeffrey
Parker
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63
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Class I
Director
Chairman of the Board and
Chief Executive Officer
|
Paul A. Rosenbaum,
Class III Director
Nominee
Paul A. Rosenbaum
has been a director of ours since December 2016. Mr. Rosenbaum has
extensive experience as a director and executive officer for both
public and private companies in a number of industries. Since 1994,
Mr. Rosenbaum has served as chief executive of SWR Corporation, a
privately-held corporation that designs, sells, and markets
specialty industrial chemicals. Since 2009, Mr. Rosenbaum has been
a member of the Providence St. Vincent Medical Foundation Council
of Trustees, and previously served as president of the Council. In
addition, from September 2000 until June 2009, Mr. Rosenbaum served
as chairman and chief executive of Rentrak Corporation
(“Rentrak”), a Nasdaq publicly traded company that
provides transactional media measurement and analytical services to
the entertainment and media industry. From June 2009 until July
2011, Mr. Rosenbaum served in a non-executive capacity as chairman
of Rentrack. From 2007 until 2016, Mr. Rosenbaum served on the
Board of Commissioners for the Port of Portland, including as vice
chairman from 2012 to 2016.
Mr. Rosenbaum was
chief partner in the Rosenbaum Law Center from 1978 to 2000 and
served in the Michigan Legislature from 1972 to 1978, during which
time he chaired the Michigan House Judiciary Committee, was legal
counsel to the Speaker of the House of the state of Michigan and
wrote and sponsored the Michigan Administrative Procedures Act.
Additionally, Mr. Rosenbaum served on the National Conference of
Commissioners on Uniform State Laws, as vice chairman of the
Criminal Justice and Consumer Affairs Committee of the National
Conference of State Legislatures, and on a committee of the
Michigan Supreme Court responsible for reviewing local court
rules.
6
Robert Sterne, Class III Director Nominee
Robert
Sterne
has been a
director of ours since September 2006 and also served as a director
of ours from February 2000 to June 2003. Since 1978, Mr. Sterne has
been a partner of the law firm of Sterne, Kessler, Goldstein &
Fox PLLC, specializing in patent and other intellectual property
law. Mr. Sterne provides legal services to us as one of our patent
and intellectual property attorneys.
Mr. Sterne has
co-authored numerous publications related to patent litigation
strategies. He has received multiple awards for contributions to
intellectual property law including Law 360’s 2016 Top 25
Icons of IP and the Financial Times 2015 Top 10 Legal Innovators in
North America. Among other qualifications, Mr. Sterne has an
in-depth knowledge of our intellectual property portfolio and
patent strategies and is considered a leader in best practices and
board responsibilities concerning intellectual
property.
Frank Newman, Class II Director
Frank Newman has
been a director of ours since December 2016. He is the chief
executive officer and co-founder of PathGuard, LLC, a company
offering hardware-based cybersecurity. From 2011 until December
2018, Mr. Newman served as chairman of Promontory Financial Group
China Ltd., an advisory group for financial institutions and
corporations in China. From 2005 to 2010, he served as chairman and
chief executive officer of Shenzhen Development Bank, a national
bank in China. Prior to 2005, Mr. Newman served as chairman,
president, and chief executive officer of Bankers Trust and chief
financial officer of Bank of America and Wells Fargo
Bank.
Mr. Newman served
as Deputy Secretary of the U.S. Treasury from 1994 to 1995 and as
Under Secretary of Domestic Finance from 1993 to 1994. He has
authored two books and several articles on economic matters,
published in the U.S., mainland China, and Hong Kong.
Mr. Newman has
served as a director for major public companies in the U.S., United
Kingdom, and China, and as a member of the Board of Trustees of
Carnegie Hall. He earned his BA, magna cum laude in economics, at
Harvard. Mr. Newman brings a substantial knowledge of international
banking and business relationships to the Board. His financial
background adds an important expertise to the Board with regard to
financing future business opportunities.
Jeffrey Parker, Class I Director
Jeffrey Parker has
been the chairman of our Board and our chief executive officer
since our inception in August 1989 and was our president from April
1993 to June 1998. From March 1983 to August 1989, Mr. Parker
served as executive vice president for Parker Electronics, Inc., a
joint venture partner with Carrier Corporation performing research,
development, manufacturing, and sales and marketing for the
heating, ventilation and air conditioning industry. Mr. Parker is a
named inventor on 31 U.S. patents. Among other qualifications, as
chief executive officer, Mr. Parker has relevant insight into our
operations, our industry, and related risks as well as experience
bringing disruptive technologies to market.
THE
BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE CLASS
III DIRECTOR NOMINEES.
7
C
ORPORATE GOVERNANCE
We maintain
corporate governance policies and practices that reflect what the
Board believes are “best practices.” A copy of our
Corporate Governance Guidelines is available upon request to our
Secretary, or may be viewed or downloaded from our website at
http://www.parkervision.com
.
Leadership
Structure
The decision as to
who should serve as Chairman of the Board, who should serve as
Chief Executive Officer, and whether those offices should be
combined or separate, is the responsibility of our Board. The
members of our Board possess considerable experiences and unique
knowledge of the challenges and opportunities we face, and are in
the best position to evaluate our needs and how best to organize
the capabilities of the directors and senior officers to meet those
needs. Our Board does not believe that our size or the complexity
of our operations warrants a separation of the Chairman of the
Board and Chief Executive Officer functions. Furthermore, our Board
believes that combining the roles of Chief Executive Officer and
Chairman of the Board promotes leadership and direction for the
Board and for executive management, as well as allowing for a
single, clear focus for the chain of command.
Accordingly, the
Board believes that the most effective leadership structure for us
at this time is for Mr. Parker to serve as both Chairman of the
Board and Chief Executive Officer. Mr. Parker is one of our
founders and has been our Chairman of the Board and our Chief
Executive Officer since our inception in August 1989. The Board
believes that he is uniquely qualified through his experience and
expertise to be the person who generally sets the agenda for, and
leads discussions of, issues relating to the implementation of our
strategic plan. Mr. Parker’s leadership, in both his Chairman
of the Board and Chief Executive Officer roles, continues to ensure
that we remain dedicated to and focused on both our short and
long-term objectives. While the Board does not have a lead
independent director, the independent directors meet
in executive session regularly without the
presence of management.
Independence
of Directors
Although our Common
Stock is quoted on the OTCQB Venture Market (“OTCQB”),
we continue to follow the rules of the Nasdaq Stock Market
(“Nasdaq”) in determining if a director is
independent. The Board also consults with our counsel to
ensure that the Board’s determination is consistent with the
Nasdaq rules and all relevant securities and other laws and
regulations regarding the independence of
directors. Prior to our restructuring in 2018, the Board
affirmatively determined that Messrs. der Torossian, Hightower,
Metcalf, Newman, Rosenbaum, Sterne and Suh were independent
directors. After our restructuring, the Board
affirmatively determined that Messrs. Newman, Rosenbaum,
Sterne and Titterton were independent directors. With respect to
our Board as currently constituted, the Board has determined that
each of Messrs. Newman, Rosenbaum and Sterne are
independent.
Risk
Management and Board Oversight
The Board as a
whole works with our management team to promote and cultivate a
corporate environment that incorporates enterprise-wide risk
management into strategy and operations. Management periodically
reports to the Board about the identification, assessment and
management of critical risks and management’s risk mitigation
strategies. Each committee of the Board is responsible for the
evaluation of elements of risk management based on the
committee’s expertise and applicable regulatory requirements.
In evaluating risk, the Board and its committees consider whether
our programs adequately identify material risks in a timely manner
and implement appropriately responsive risk management strategies
throughout the organization. The audit committee focuses on
assessing and mitigating financial risk, including risk related to
internal controls, and receives at least quarterly reports from
management on identified risk areas. In setting compensation, the
compensation committee strives to create incentives that encourage
behavior consistent with our business strategy, without encouraging
undue risk-taking. The nominating and corporate governance
committee considers areas of potential risk within corporate
governance and compliance, such as management succession. The
finance committee considers potential short and long-term funding
strategies and considers the risks associated with acceptance of
any given funding strategy. Each of the committees reports
regularly to the Board as a whole as to their findings with respect
to the risks they are charged with assessing.
8
Board
Meetings and Committees
During the fiscal
year ended December 31, 2018, our Board met 16 times and acted
by unanimous consent twice. All of our directors attended 75% or
more of the aggregate number of meetings of the Board and
committees on which they served. The directors are strongly
encouraged to attend meetings of shareholders. All of our directors
attended our 2018 annual meeting of shareholders.
Prior to our
restructuring in 2018, the Board had three separately standing
committees: the audit committee, the compensation committee, and
the nominating and corporate governance committee. Subsequent to
our restructuring and Board downsizing in 2018, the Board has one
separately standing committee: the audit committee. Each of our
committees prior to restructuring were, and the audit committee
currently is, composed entirely of independent directors as
determined in accordance with the rules of Nasdaq for directors
generally, and where applicable, with the rules of Nasdaq for such
committee. In addition, each committee has a written charter, a
copy of which is available free of charge at
http://www.parkervision.com.
Audit Committee
Messrs. Rosenbaum
and Titterton were the members of our audit committee through Mr.
Titterton’s resignation in April 2019. The current member of
our audit committee is Mr.Rosenbaum. During the fiscal year ended
December 31, 2018, the audit committee met five times. The
functions of the audit committee include oversight of the integrity
of our financial statements, our compliance with legal and
regulatory requirements, and the performance, qualifications and
independence of our independent auditors. The audit committee also
reviews and recommends to the Board whether or not to approve
transactions between us and an officer, director, or other related
party. The purpose and responsibilities of our audit committee are
set forth in full in the committee’s charter. The report of
the audit committee is included on page 18 of this proxy
statement.
Audit Committee Financial Expert
The Board has
determined that Paul Rosenbaum is an audit committee financial
expert within the meaning of the rules and regulations of the
Securities and Exchange Commission (“SEC”) and is
independent as determined in accordance with the rules of Nasdaq
for audit committee members.
Director
Nomination Process
Prior to our
restructuring in 2018, the Board had a separately standing
nominating and corporate governance committee. Subsequent to our
restructuring and Board downsizing in 2018, the Board does not have
a separately standing nominating committee. Instead, each of our
independent directors participates in the consideration of director
nominees. The Board determined that, due to the small size of the
Board, full participation of the independent directors in
consideration of director nominees is appropriate.
The Board considers
for nomination as directors those persons identified by its
members, management, shareholders, potential investors, investment
bankers and others with the objective of having a Board with
diverse perspectives and skills. The Board does not distinguish
among nominees recommended by shareholders and other persons. Each
individual is evaluated in the context of the Board as a whole,
with the objective of recommending a group of persons that can best
implement our business plan, perpetuate our business and represent
shareholder interests.
9
The Board is
responsible for assessing the appropriate balance of skills and
characteristics required of Board members. Nominees for director
are selected on the basis of, among other things, experience,
integrity, ability to make independent analytical inquiries,
understanding of our business environment and willingness and
ability to devote adequate time to Board duties. Nominees for
director are assessed based on the needs of the Board at that point
in time and with an objective of ensuring diversity in background,
experience and viewpoints of Board members. Though the Board does
not have specific guidelines on diversity, it is one of many
criteria considered by the Board when evaluating
candidates.
Shareholders and
others wishing to suggest candidates for consideration as directors
must submit written notice to the Corporate Secretary,
ParkerVision, Inc., 9446 Philips Highway, Suite 5A, Jacksonville,
Florida 32256, who will provide it to the Board. We also have a
method by which shareholders may nominate persons as directors,
which is described in the section “Shareholder Proposals and
Nominations” on page 26 of this proxy statement. We did not
receive any recommendations or nominations from shareholders for
this Annual Meeting.
Code
of Ethics
The Board has
adopted a code of ethics that is designed to deter wrongdoing and
to promote ethical conduct and full, fair, accurate, timely and
understandable reports that we file or submit to the SEC and
others. A copy of the code of ethics may be found on our website at
http://www.parkervision.com.
Shareholder
Communications
Shareholders may
contact the Board or individual members of the Board by writing to
them in care of the Corporate Secretary, ParkerVision, Inc., 9446
Philips Highway, Suite 5A, Jacksonville, Florida 32256. The
Corporate Secretary will forward all correspondence received to the
Board or the applicable director from time to time. This procedure
was approved by our independent directors.
Compensation
Committee Information
Prior to our
restructuring in 2018, the Board had a separately standing
compensation committee. Subsequent to our restructuring and Board
downsizing in 2018, the Board does not have a separately standing
compensation committee. Instead, each of our independent directors
participates in the consideration of officer and director
compensation. The Board determined that, due to the small size of
the Board, full participation of the independent directors in
consideration of officer and director compensation is
appropriate.
10
Compensation
of Outside Directors
Director Compensation Arrangements
Following our Board
restructuring in September 2018, the Board eliminated all cash fees
for Board and committee service. Prior to our restructuring, our
standard non-employee director compensation program provided for
cash retainers for service on the Board and Board committees.
Committee fees were structured in such a way as to provide
distinction between compensation for committee members and
chairpersons and between the responsibilities of the various
committees. Each non-employee director was entitled to an annual
cash retainer of $37,500. In addition, non-employee directors who
served on the audit committee received an additional annual cash
retainer of $7,500 ($15,000 for the committee chair). Non-employee
directors who served on the compensation committee received an
additional annual cash retainer of $5,000 ($10,000 for the
committee chair). Non-employee directors who served on the
nominating and corporate governance committee received an
additional annual cash retainer of $2,500 ($5,000 for the committee
chair).
Two of our
directors, Messrs. Newman and Rosenbaum, who were appointed in
December 2016, waived all cash fees for director and committee
service through December 2018 and each received 50,000 share
options and 50,000 RSUs. Twenty percent of the equity awards vested
upon grant and the remaining portion of the awards vested in eight
equal quarterly increments through December 2018.
Our standard
director equity compensation program generally includes annual
equity-based compensation to our non-employee directors in the form
of RSUs, nonqualified stock options, or a combination thereof. Upon
completion of the Board restructuring in September 2018, each of
the non-employee directors received 125,000 nonqualified share
options at an exercise price of $0.60 per share. The options vested
in four equal increments beginning September 24, 2018.
In August 2019,
each of the non-employee directors received 800,000 nonqualified
share options at an exercise price of $0.17 per share. The options
vest in eight equal quarterly installments commencing September 1,
2019, provided that such options will not be exercisable unless and
until we have sufficient authorized unissued shares or treasury
shares available for such exercise. See “Proposal II –
Effect of the Proposal on Outstanding Options” for more
information.
Director equity
compensation awards are forfeited if the director resigns or is
removed from the Board for cause prior to the vesting
date.
We reimburse our
non-employee directors for their reasonable expenses incurred in
attending meetings and we encourage participation in relevant
educational programs for which we reimburse all or a portion of the
costs incurred for these purposes.
Directors who are
also our employees are not compensated for serving on our Board.
Information regarding compensation otherwise received by our
directors who are also named executive officers is provided under
“Executive Compensation.”
11
The following table
summarizes the compensation of our non-employee directors for the
year ended December 31, 2018.
|
Name
|
Fees Earned or
Paid in Cash
($)
1
|
Stock
Awards($)
|
Option
Awards($)
2
|
Total($)
|
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
|
Frank Newman
3
|
-
|
-
|
57,621
|
57,621
|
|
Paul Rosenbaum
3
|
-
|
-
|
57,621
|
57,621
|
|
Robert Sterne
4
|
26,667
|
-
|
57,621
|
84,288
|
|
Lewis Titterton
5
|
-
|
-
|
57,621
|
57,621
|
|
Papken der
Torossian
6
|
36,667
|
-
|
-
|
36,667
|
|
William Hightower
6
|
33,333
|
-
|
-
|
33,333
|
|
John Metcalf
7
|
38,333
|
-
|
-
|
38,333
|
|
Nam Suh
7
|
30,000
|
-
|
-
|
30,000
|
1
A
mount represents fees earned, but unpaid for 2018
annual Board and committee retainers.
2
The amounts
represented in column (d) represent the full grant date fair value
of share-based awards in accordance with ASC 718. Refer
to Note 12 of the consolidated financial statements included in
Item 8 of our Annual Report for the assumptions made in the
valuation of stock awards.
3
At December 31,
2018, Messrs. Newman and Rosenbaum each had an aggregate of 175,000
nonqualified stock options outstanding, of which 81,250 were
exercisable.
4
At December 31,
2018, Mr. Sterne had 247,546 nonqualified stock options
outstanding, of which 153,796 were exercisable.
5
At December 31,
2018, Mr. Titterton had 125,000 nonqualified stock options
outstanding, of which 31,250 were exercisable. Mr. Titterton
forfeited 62,500 unvested stock options upon his resignation in
April 2019.
6
At December 31,
2018, former directors, Messrs. der Torossian, and Hightower each
had 25,811 nonqualified stock options outstanding and
exercisable.
7
At December 31,
2018, former directors Messrs. Metcalf and Suh each had 74,178
nonqualified stock options outstanding and
exercisable.
12
E
XECUTIVE COMPENSATION
Executive Officers
|
Name
|
|
Age
|
|
Position with our
Company
|
|
Jeffrey
Parker
|
|
63
|
|
Chairman of the
Board and Chief Executive Officer (“CEO”)
|
|
Cynthia
Poehlman
|
|
52
|
|
Chief Financial
Officer and Corporate Secretary (“CFO”)
|
|
David
Sorrells
|
|
60
|
|
Chief Technical
Officer and Director (“CTO”)
|
|
Gregory
Rawlins
|
|
62
|
|
Chief Technical
Officer – Heathrow (“CTO -
Heathrow”)
|
The background for
Mr. Jeffrey Parker is included above under the heading
“Directors”.
Cynthia Poehlman
Cynthia Poehlman
has been our chief financial officer since June 2004 and our
corporate secretary since August 2007. From March 1994 to June
2004, Ms. Poehlman was our controller and our chief accounting
officer. Ms. Poehlman has been a certified public accountant in the
state of Florida since 1989.
David Sorrells
David Sorrells has
been our chief technical officer since September 1996 and served as
our engineering manager from June 1990 to September 1996. He also
served as a director of ours from January 1997 to June 2018. Mr.
Sorrells is one of the leading inventors of our core technologies.
He holds 190 U.S. patents and a number of corresponding foreign
patents.
Gregory Rawlins
Gregory
Rawlins
has been the
chief technical officer for our Heathrow (Lake Mary) location since
July 2017. Prior to July 2017, Dr. Rawlins served as our chief
staff scientist since 2000 when we acquired Signal Technologies,
Inc., a wireless and integrated circuit design engineering company
that he founded in 1987 and where he served as chief executive
officer. Dr. Rawlins has received several IEEE awards including
Engineer of the Year in 1987, Entrepreneur of the Year in 1995, and
Lifetime Achievement Award in Engineering in 2011. Dr. Rawlins is a
named inventor on a number of our core patents.
13
Summary Compensation Table
The following table
summarizes the total compensation of each of our “named
executive officers” as defined in Item 402(m) of Regulation
S-K (the “Executives”) for the fiscal years ended
December 31, 2018 and 2017. Given the complexity of disclosure
requirements concerning executive compensation, and in particular
with respect to the standards of financial accounting and reporting
related to equity compensation, there is a difference between the
compensation that is reported in this table versus that which is
actually paid to and received by the Executives. The amounts in the
Summary Compensation Table that reflect the full grant date fair
value of an equity award, do not necessarily correspond to the
actual value that has been realized or will be realized in the
future with respect to these awards.
|
(a)
|
|
(b)
|
|
(c)
|
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
|
(h)
|
||||||
|
Name and
Principal Position
|
|
Year
|
|
Salary($)
|
|
|
Bonus
($)
|
|
Stock
Awards($)
(1)
|
|
Option
Awards($)
(1)
|
|
All
Other($)
|
|
|
Total($)
|
||||||
|
Jeffrey Parker,
CEO
|
|
2018
|
|
$
|
297,500
|
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
24,000
|
5
|
|
$
|
321,500
|
|
|
|
2017
|
|
|
325,000
|
|
|
|
-
|
|
|
198,000
|
|
|
31,012
|
|
|
24,000
|
5
|
|
|
578,012
|
|
Cynthia Poehlman,
CFO
|
|
2018
|
|
|
205,962
|
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
205,962
|
|
|
|
2017
|
|
|
225,000
|
|
|
|
-
|
|
|
99,000
|
|
|
31,012
|
|
|
750
|
6
|
|
|
355,762
|
|
David Sorrells,
CTO
|
|
2018
|
|
|
252,303
|
2
|
|
|
2,149
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
254,452
|
|
|
|
2017
|
|
|
275,625
|
|
|
|
1,003
|
|
|
-
|
|
|
31,012
|
|
|
2,535
|
6
|
|
|
310,175
|
|
John Stuckey, CMO
3
|
|
2018
|
|
|
175,696
|
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
7,692
|
3
|
|
|
183,388
|
|
|
|
2017
|
|
|
250,000
|
|
|
|
-
|
|
|
99,000
|
|
|
31,012
|
|
|
1,263
|
6
|
|
|
381,275
|
|
Gregory Rawlins,
CTO Heathrow
|
|
2018
|
|
|
228,846
|
4
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
228,846
|
|
|
|
2017
|
|
|
250,000
|
|
|
|
-
|
|
|
99,000
|
|
|
27,604
|
|
|
-
|
|
|
|
376,604
|
1
The amounts
represented in columns (e) and (f) represents the full grant date
fair value of equity awards in accordance with ASC
718. Refer to Note 12 to the consolidated financial
statements for the year ended December 31, 2018 included in Item 8
to our Annual Report for the assumptions made in the valuation of
equity awards.
2
Includes $8,481
which represents the grant-date fair value of restricted stock
received by the executive in lieu of salary.
3
Mr. Stuckey’s
employment was terminated in August 2018. The amount reported in
column (g) represents amounts paid in connection with termination
of executive’s employment, including $7,215 which represents
the grant-date fair value of restricted stock received by the
executive in lieu of cash.
4
Includes $7,692
which represents the grant-date fair value of restricted stock
received by the executive in lieu of salary.
5
Represents an
automobile allowance in the amount of $24,000.
6
Represents the
dollar value of premiums paid by us for life insurance for the
benefit of the executive.
In August 2018,
each of our Executives agreed to a 20% reduction in base salary in
connection with our planned restructuring. In addition, in 2018, we
elected not to renew term life insurance policies previously
provided on behalf of certain of our Executives. The Executives
were provided the option to assume premium payments and ownership
of those policies.
14
We do not have
employment agreements with any of our Executives. We have
non-compete arrangements in place with all of our employees,
including our Executives, that impose post-termination restrictions
on (i) employment or consultation with competing companies or
customers, (ii) recruiting or hiring employees for a competing
company, and (iii) soliciting or accepting business from our
customers. We also have a tax-qualified defined contribution 401(k)
plan for all of our employees, including our Executives. We did not
make any employer contributions to the 401(k) plan in 2018 or
2017.
Outstanding Equity Awards at Fiscal Year End
The following table
summarizes information concerning the outstanding equity awards,
including unexercised options, unvested stock and equity incentive
awards, as of December 31, 2018 for each of our
Executives:
|
|
Option
Awards
|
|||
|
|
Number of
securities underlying unexercised options (#)
exercisable
|
Number of
securities underlying unexercised options (#)
unexercisable
|
Option Exercise
Price ($)
|
Option Expiration
Date
|
|
Name
|
(a)
|
(b)
|
(c)
|
(d)
|
|
Jeffrey
Parker
|
60,000
|
-
|
28.30
|
7/16/2019
|
|
|
20,000
|
-
|
1.98
|
8/15/2024
|
|
Cynthia
Poehlman
|
12,500
|
-
|
28.30
|
7/16/2019
|
|
|
20,000
|
-
|
1.98
|
8/15/2024
|
|
David
Sorrells
|
30,000
|
-
|
28.30
|
7/16/2019
|
|
|
20,000
|
-
|
1.98
|
8/15/2024
|
|
John
Stuckey
|
20,000
|
-
|
1.98
|
8/22/2019
|
|
Gregory
Rawlins
|
12,500
|
-
|
28.30
|
7/16/2019
|
|
|
20,000
|
-
|
1.98
|
8/15/2024
|
In August 2019, the
Board granted nonqualified stock options to three of our Executives
for the purchase of an aggregate of 7.75 million shares at an
exercise price of $0.17 per share under our 2019 Long-Term
Incentive Plan. This grant included 6.0 million share options for
Mr. Jeffrey Parker, 1.0 million share options for Ms. Poehlman, and
0.75 million share options for Mr. Rawlins. The options vest in
eight equal quarterly installments commencing September 1, 2019,
provided that such options will not be exercisable unless and until
we have sufficient authorized unissued shares or treasury shares
available for such exercise. See “Proposal II – Effect
of the Proposal on Outstanding Options” for more
information.
15
P
ROPOSAL II: APPROVAL OF AN AMENDMENT TO THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
On September 19,
2019, the Board unanimously adopted a resolution proposing to amend
our amended and restated articles of incorporation to increase the
number of authorized shares of common stock, $0.01 par value
(“common stock”), from 75,000,000 shares of common
stock to 110,000,000 shares of common stock, and recommending the
proposed amendment (the “Amendment”) to our
shareholders for approval. The form of Amendment is attached as
Annex A
to this proxy
statement.
As of September 20,
2019, the record date for the Annual Meeting, 33,426,850 shares of
our common stock were issued and outstanding. In addition, as of
such date, 11,349,024 shares of common stock were subject to
outstanding options, 12,150,000 shares of common stock were subject
to outstanding warrants, and 2,119,100 shares of common stock were
reserved for issuance under our equity compensation plans. In
addition, we have reserved 20,845,614 shares of common stock for
issuance upon conversion of outstanding convertible notes and
7,894,097 shares of common stock for issuance of common stock for
payment of interest from time to time on convertible notes. Our
amended and restated articles of incorporation also authorize us to
issue 15,000,000 shares of preferred stock, $1.00 par value, none
of which were issued and outstanding as of the record
date.
Reasons
for Approval
The Board believes
approval of the Amendment is in the best interests of the Company
and its shareholders. The authorization of additional shares of
common stock will enable us to meet our obligations under our
equity compensation plans and outstanding options and warrants,
while retaining flexibility to respond to future business needs and
opportunities. For example, the additional shares may be used for
financing our business, for acquiring other businesses, or for
forming strategic partnerships and alliances.
Effect
of Approval on Outstanding Options
On August 7, 2019,
the Board adopted our 2019 Long-Term Incentive Plan (the
“Plan”). Subject to the approval of this Proposal II
and the resulting authorization of sufficient shares for issuance,
12,000,000 shares of our common stock will be reserved for issuance
under the Plan.
We may make grants
under the Plan despite not having sufficient authorized and
unissued shares available to reserve for such grants, provided that
the issuance of shares upon exercise or vesting of such grant, as
the case may be, will be subject to the Company having sufficient
authorized and unissued shares or treasury shares.
On August 7, 2019,
the Board approved the grant of two-year options, with an exercise
price of $0.17 per share, vesting in 8 equal quarterly increments
commencing on September 1, 2019, provided that such options will
not be exercisable unless and until the Company has sufficient
authorized unissued shares or treasury shares available for such
exercise. The grants were made to the following individuals in the
following amounts: an option to purchase 800,000 shares each to
Frank Newman, Paul Rosenbaum and Robert Sterne, each a non-employee
director of the Company, an option to purchase 6,000,000 shares to
Jeffrey Parker, the Company’s Chief Executive Officer, an
option to purchase 1,000,000 shares to Cynthia Poehlman, the
Company’s Chief Financial Officer, an option to purchase
750,000 shares to Gregory Rawlins, the Company’s Chief
Technical Officer, and an option to purchase 400,000 shares to
Richard Harlan, a key employee of the Company.
16
Effect
of Approval Generally
If the Amendment is
approved, the Board will (1) reserve 12,000,000 shares of common
stock for issuance under the Plan, which reservation will result in
the exercisability, subject to vesting, of options to purchase an
aggregate of 10,550,000 shares of common stock granted on August 7,
2019, as described above and (2) be authorized to issue the
additional shares of common stock for which authorization is
sought, in its discretion, without further approval of the
shareholders, and the Board does not intend to seek shareholder
approval prior to any issuance of the shares of common stock,
unless shareholder approval is required by applicable law or
securities exchange rules. Although we review from time to time
various transactions that could result in the issuance of common
stock, we have no current plan, agreement, commitment,
understanding or arrangement to issue additional shares of our
common stock, except for the reservation of common stock under the
Plan and issuances of common stock upon the exercise of our
outstanding options and warrants, and upon vesting of our
outstanding RSUs.
The additional
shares of common stock for which authorization is sought would be
identical to the shares of common stock we are presently authorized
to issue. Holders of our common stock do not have preemptive rights
to subscribe to additional securities which may be issued by us.
The holders of our common stock are entitled to one vote for each
share held of record on all matters to be voted on by shareholders.
There is no cumulative voting with respect to the election of
directors, with the result that the holders of more than 50% of the
shares of our common stock voted in an election of directors can
elect all of our directors. The holders of our common stock are
entitled to receive dividends when, as, and if declared by the
Board out of funds legally available therefor. We have never paid
dividends on our shares of common stock. In the event of our
liquidation, dissolution or winding up, the holders of our common
stock are entitled to share ratably in all assets remaining
available for distribution after payment of liabilities and after
provision has been made for each class of stock, if any, having
preference over the common stock. There are no redemption or
sinking fund provisions applicable to the common
stock.
The issuance of
additional shares of common stock for which authorization is sought
may have a dilutive effect on earnings per share and on the equity
and voting power of existing security holders of our capital stock.
It may also adversely affect the market price of the common stock.
However, if the issuance of additional shares of common stock
allows us to pursue our business plan and grow our business, the
market price of our common stock may increase.
While not intended
as an anti-takeover provision, the additional shares of common
stock for which authorization is sought could also be used by us to
oppose a hostile takeover attempt or to delay or prevent changes in
control or management of the Company. For example, without further
shareholder approval, the Board could strategically sell shares of
common stock to purchasers who would oppose a takeover or favor the
current Board. Although the Amendment has been prompted by business
and financial considerations and not by the threat of any hostile
takeover attempt (nor is the Board currently aware of any such
attempts directed at the Company), approval of the proposal could
facilitate future efforts by us to deter or prevent changes in
control of the Company, including transactions in which the
shareholders might otherwise receive a premium for their shares
over then current market prices. Our Board is not aware of any
attempt, or contemplated attempt, to acquire control of
the
Company, and the
Amendment is not being presented with the intent that it be
utilized as a type of
anti-takeover
device or to secure management’s positions within the
Company.
17
Voting
Standard
The affirmative
vote of a majority of the votes cast at the Annual Meeting is
required to approve the Amendment. Abstentions from voting are
counted as “votes cast” and therefore have the same
effect as a vote against Proposal II. Shares deemed present at the
Annual Meeting but not entitled to vote because of either
shareholder withholding or broker non-vote are not deemed
“votes cast” with respect to the proposal, and
therefore will have no effect on the vote. Neither Florida law, nor
our amended and restated articles of incorporation, nor our bylaws
provides for appraisal or other similar rights for dissenting
shareholders in connection with the Amendment. Accordingly,
shareholders will have no right to dissent and obtain payment for
their shares.
If Proposal II is
approved, the Amendment will be filed with Department of State of
the State of Florida promptly after the Annual Meeting and will be
effective on the date of filing.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF
AN AMENDMENT TO OUR AMENDED AND RESTATED ARTICLES OF INCORPORATION
TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON
STOCK.
18
AUDIT
AND ACCOUNTING RELATED FEES FOR THE YEARS ENDED 2017 AND
2018
The firm of
PricewaterhouseCoopers LLP (“PWC”) acted as our
principal accountants for the fiscal year ended December 31, 2017
and BDO USA LLP (“BDO”) acted as our principal
accountants for the fiscal year ended December 31, 2018. The
following is a summary of fees paid to the principal accountants
for services rendered.
Audit Fees.
For the years ended
December 31, 2017 and 2018, the aggregate fees billed for
professional services rendered for the audit of our annual
financial statements, the review of our financial statements
included in our quarterly reports, and services provided in
connection with regulatory filings were approximately $366,700 and
$545,000, respectively.
Audit Related Fees.
For the years ended
December 31, 2017 and 2018, there were no fees billed for
professional services by our principal accountants for assurance
and related services.
Tax Fees.
For the years ended December
31, 2017 and 2018, fees billed for professional services rendered
by our principal accountants for tax compliance, tax advice or tax
planning were $4,975 and $0, respectively.
All Other Fees.
For the year ended
December 31, 2017, and 2018, fees billed by our principal
accountants for an accounting software license were $900 and $0,
respectively.
All the services
discussed above were approved by our audit committee. The audit
committee pre-approves the services to be provided by our principal
accountants, including the scope of the annual audit and non-audit
services to be performed by the principal accountants and the
principal accountants’ audit and non-audit fees.
A
UDIT COMMITTEE REPORT
Pursuant to the
charter of the audit committee originally adopted on April 25,
2003, as amended on July 31, 2006, March 5, 2012, December 3, 2012,
and February 12, 2019, the audit committee’s responsibilities
include, among other things:
●
annually reviewing
and reassessing the adequacy of the audit committee’s formal
charter;
●
reviewing and
discussing our annual audited financial statements, our interim
financial statements, and the adequacy of our internal controls and
procedures with our management and our independent
auditors;
●
reviewing the
quality of our accounting principles, including significant
financial reporting issues and judgments made in connection with
the preparation of our financial statements;
●
appointing the
independent auditor, which firm will report directly to the audit
committee;
●
reviewing the
independence of the independent auditors; and
●
reviewing and
approving all related party transactions on an ongoing
basis.
19
The audit committee
also pre-approves the services to be provided by our independent
auditors. During the year ended December 31 2018, the committee
reviewed in advance the scope of the annual audit and non-audit
services to be performed by the independent auditors and the
independent auditors’ audit and non-audit fees and approved
them.
The audit committee
reviewed and discussed our audited financial statements for 2018
with management, as well as with our independent auditors. During
2018 and thereafter, the audit committee met privately at regularly
scheduled meetings and held discussions with management, including
the chief financial officer and our independent auditors.
Management represented to the audit committee that our financial
statements were prepared in accordance with generally accepted
accounting principles. The audit committee also discussed and
reviewed with management and the independent auditors the internal
controls and procedures of the audit functions and the objectivity
of the process of reporting on the financial statements. The
committee discussed with management financial risk exposures
relating to our company and the processes in place to monitor and
control the resulting exposure, if any.
The audit committee
discussed with the independent auditors the matters required to be
discussed by the statement on Auditing Standards No. 61, as
amended, as adopted by the Public Company Accounting Oversight
Board (“PCAOB”) in Rule 3200T, as well as various
accounting issues relating to presentation of certain items in our
financial statements and compliance with Section 10A of the
Securities Exchange Act of 1934. The committee received the written
disclosures and letter from the independent auditors required by
the applicable requirements of the PCAOB regarding the independent
auditors’ communications with the committee concerning
independence, and the committee discussed with the independent
auditors the independent auditors’ independence.
Based upon the
review and discussions referred to above, the audit committee
recommended to the Board that our audited consolidated financial
statements be included in our Annual Report on Form 10-K for the
year ended December 31, 2018 for filing with the SEC. The audit
committee also recommended to the Board the appointment of MSL as
the independent auditors for the year ending December 31,
2019.
Submitted by the
Audit Committee:
Paul Rosenbaum,
Chair
20
C
HANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
As previously
disclosed in our Current Report on Form 8-K filed with the SEC on
September 16, 2019, on September 10, 2019, the Company dismissed
BDO as the Company’s independent registered public accounting
firm. The Audit Committee of the Board participated in and approved
the decision to change the Company’s independent registered
public accounting firm.
BDO’s audit
report on the Company’s consolidated financial statements as
of and for the year ended December 31, 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, except that BDO’s report for the year ended
December 31, 2018 included an explanatory paragraph regarding the
Company’s ability to continue as a going
concern.
During the years
ended December 31, 2018, and through the subsequent interim period
through September 10, 2019, there were (i) no disagreements (as
described in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions) between the Company and BDO on any matter of
accounting principles or practices, financial statement disclosure,
or auditing scope or procedures, which, if not resolved to
BDO’s satisfaction, would have caused BDO to make reference
thereto in their reports on the financial statements for such
years, and (ii) no “reportable events” within the
meaning if Item 304(a)(1)(v) of Regulation S-K.
We
provided BDO with a copy of our Current Report on Form 8-K
disclosing the dismissal of BDO as our independent registered
public accounting firm and requested that BDO
provide
us with a letter addressed to the Securities and Exchange
Commission stating whether it agrees with the statements made
above. A copy of BDO’s letter dated September 16, 2019, is
attached as Exhibit 16.1 to the Current Report on Form
8-K.
On
September, 10, 2019, the Audit Committee approved the appointment
of Moore Stephens Lovelace, P.A. (“MSL”) as the
Company’s independent registered public accounting firm for
the Company’s year ended December 31, 2019, subject to
completion of MSL’s standard client acceptance procedures and
execution of an engagement letter. On September 16, 2019, MSL
completed its procedures, accepted appointment as the
Company’s independent registered public accounting firm and
the Audit Committee executed an engagement letter with
MSL.
During
the fiscal years ended December 31, 2018 and 2017, and through the
subsequent interim period through September 10, 2019, neither the
Company nor anyone acting on its behalf has consulted with MSL
regarding (i) the application of accounting principles to a
specific transaction, either completed or proposed, or the type of
audit opinion that might be rendered on the Company’s
financial statements, and neither a written report or oral advice
was provided to the Company that MSL concluded was an important
factor considered by the Company in reaching a decision as to any
accounting, auditing, or financial reporting issue, (ii) any matter
that was the subject of a disagreement within the meaning of Item
304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event
within the meaning of Item 304(a)(1)(v) of Regulation
S-K.
.
21
P
ROPOSAL III: RATIFICATION OF THE SELECTION OF
MOORE STEPHENS LOVELACE, P.A. AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
The Audit Committee of the Board has appointed Moore Stephens
Lovelace, P.A. (“MSL”) as our independent registered
public accounting firm to audit our financial statements for the
year ending December 31, 2019. The Board recommends ratification of
the audit committee’s selection of MSL. At the Annual
Meeting, shareholders will consider and vote on the ratification of
the engagement of MSL for the year ending December 31, 2019.
A representative of MSL is expected to attend the Annual Meeting to
respond to appropriate questions and to make a statement, if deemed
appropriate. A representative from BDO is not expected to attend
the Annual Meeting.
The selection of MSL as our independent registered public
accounting firm is not required to be submitted to a vote of our
shareholders for ratification; however, we are submitting the
selection to our shareholders for ratification as a matter of good
corporate practice and in order to provide a method by which
shareholders may communicate their opinion to the audit committee.
The Sarbanes-Oxley Act of 2002 requires that the audit committee be
directly responsible for the appointment, compensation and
oversight of our independent registered public accounting firm.
While the audit committee is not required to take any action as a
result of the outcome of the vote on this proposal, if our
shareholders do not ratify the appointment, the audit committee
will reconsider whether to retain MSL and may retain that firm or
another firm without re-submitting the matter to our shareholders.
Even if our shareholders ratify the appointment, the audit
committee may, in its discretion, direct the appointment of a
different independent registered public accounting firm at any time
if it determines that such a change would be in the best interests
of the Company and our shareholders.
Vote Required
The
affirmative vote of a majority of the votes cast at the Annual
Meeting is required to ratify the selection of MSL as our
independent registered public accounting firm. Abstentions from
voting are counted as “votes cast” and therefore have
the same effect as a vote against Proposal III. Shares deemed
present at the Annual Meeting but not entitled to vote because of
either shareholder withholding or broker non-vote are not deemed
“votes cast” with respect to the proposal, and
therefore will have no effect on the vote.
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” RATIFICATION
OF THE SELECTION OF MOORE STEPHENS LOVELACE, P.A. AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
22
P
ROPOSAL IV: ADVISORY VOTE ON EXECUTIVE
COMPENSATION
This proxy
statement includes extensive disclosure regarding the compensation
of our named executive officers in the sections “Executive
Officer Compensation” beginning on page 12 above. Section 14A
of the Exchange Act, as enacted as part of the Dodd-Frank Wall
Street Reform and Consumer Protection Act in July 2010, requires us
to submit to a separate advisory vote of our shareholders at this
Annual Meeting a proposal to approve the compensation of the named
executive officers disclosed in this proxy statement
(“Say-on-Pay”). Accordingly, shareholders are being
asked to vote on the following resolution:
RESOLVED, that the
shareholders of ParkerVision, Inc. approve, on an advisory basis,
the compensation of ParkerVision, Inc.’s named executive
officers as disclosed in this proxy statement pursuant to the Item
402 of Regulation S-K, including compensation tables and narrative
discussion.
Our compensation
program is designed and administered by the independent members of
our Board, who carefully consider many different factors in order
to provide appropriate compensation for our executives. As
discussed above under “Executive Officer Compensation”,
the compensation package for our named executive officers is
designed to support our objectives of attracting and motivating
employees who possess the required technical and entrepreneurial
skills and talent required to achieve our corporate objectives and
increase shareholder value.
The principal
elements of our executive compensation program include: (a) base
pay; (b) annual performance incentives; and (c) long-term
incentives. We believe our compensation program is strongly aligned
with the interests of our shareholders and sound corporate
governance principles. We urge you to read the compensation tables
and narrative discussion in this proxy statement for additional
details on our executive compensation.
The Say on Pay vote
is not intended to address any specific element of compensation;
rather, the vote relates to the compensation of our Named Executive
Officers, as described in this proxy statement in accordance with
the compensation disclosure rules of the SEC. The Say on Pay vote
is advisory in nature, and is not binding on the Company or the
Board. However, as a matter of policy, to the extent there is any
significant vote against our Named Executive Officer compensation
as disclosed in this proxy statement the Board will evaluate
whether any actions are necessary to address the concerns of
shareholders.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER
COMPENSATION.
23
P
ROPOSAL V: ADVISORY VOTE ON THE FREQUENCY OF
THE SHAREHOLDERS’ VOTE ON EXECUTIVE COMPENSATION
Shareholders will
also vote on the following resolution:
RESOLVED, that the
shareholders of ParkerVision, Inc. determine, on an advisory basis,
that the frequency with which the shareholders of ParkerVision,
Inc. should have an advisory vote on the compensation of
ParkerVision, Inc.’s Named Executive Officers as described in
the tabular disclosure regarding such compensation and the
accompanying narrative disclosure set forth in ParkerVision,
Inc.’s Annual Meeting proxy statement is:
Choice
1 — every year;
Choice
2 — every two years;
Choice
3 — every three years; or
Choice
4 — abstain from voting.
At least once every
six years, the Dodd-Frank Act requires that we seek a shareholder
advisory vote on how frequently shareholders believe we should
conduct a Say on Pay vote (as such vote is described above). When
the Company last submitted this non-binding resolution for
shareholder vote at the 2013 Annual Meeting, it recommended that
shareholders vote to approve, on an advisory basis, to hold an
advisory vote on the overall compensation of the Company’s
Named Executive Officers every two years, which shareholders
supported.
After careful
consideration, we have again determined that a two-year cycle is
consistent with our policies and practices for evaluating and
determining compensation of our Named Executive Officers. In
considering its recommendation for the Say on Frequency vote, our
Board considered a number of factors regarding the nature of our
compensation programs including the following:
●
our compensation
program changes infrequently;
●
our compensation
program is designed to induce performance over a multi-year period;
and
●
equity incentive
awards for our executives are not generally granted on an annual
basis.
A vote every two
years permits the shareholders to evaluate executive compensation
on a longer-term basis. Moreover, an annual vote on compensation
would not allow for changes in the compensation program to be in
place long enough for the shareholders to evaluate whether the
changes to the program were effective or not. For example, if the
Say on Pay vote held at this Annual Meeting indicated a strong
disapproval of our compensation program, the Board would need time
to determine what aspect of the compensation program led the
shareholders to vote to disapprove. Then, if changes were made in
the latter half of 2019, those changes would be in place for only a
few months before the next annual Say on Pay vote would be held in
2020, which would not allow time to see the results of such changes
in compensation.
Although the Board
currently believes that holding a Say on Pay vote every two years
is the best frequency at this time, the directors will periodically
reassess that view if changes in our compensation program or other
circumstances suggest that a different frequency of voting would be
more appropriate for us. The Board understands that shareholders
may have different views as to what is an appropriate frequency for
advisory votes on named executive officer compensation, and
shareholder opinions are important to the directors. Although this
Say on Frequency vote is not binding on the Board, the Board will
carefully review the voting results before deciding how frequently
to hold future Say-on-Pay votes.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE TO HOLD
FUTURE SAY-ON-PAY VOTES ON EXECUTIVE COMPENSATION EVERY TWO
YEARS.
24
S
TOCK OWNERSHIP INFORMATION
Security
Ownership of Certain Beneficial Holders
The following table
sets forth certain information as of September 20, 2019 with
respect to the stock ownership of (i) those persons or groups who
beneficially own more than 5% of our common stock, (ii) each of our
directors and director nominees, (iii) each of our executive
officers, and (iv) all of our directors, director nominees and
executive officers as a group (based upon information furnished by
those persons).
As of September 20,
2019, 33,426,850 shares of our common stock were issued and
outstanding.
|
Name of
Beneficial Owner
|
|
Amount and
Nature of Beneficial Ownership
|
|
Percent
of Class
1
|
|
|
EXECUTIVE
OFFICERS AND DIRECTORS
|
|
|
|
|
|
|
Jeffrey Parker
10
|
|
607,270
|
2
|
1.8
|
%
|
|
Cynthia Poehlman
10
|
|
82,693
|
3
|
*
|
|
|
Gregory Rawlins
10
|
|
100,197
|
4
|
*
|
|
|
David Sorrells
10
|
|
129,291
|
5
|
*
|
|
|
Frank Newman
10
|
|
227,500
|
6
|
*
|
|
|
Paul Rosenbaum
10
|
|
916,744
|
7
|
2.7
|
%
|
|
Robert Sterne
10
|
|
295,811
|
8
|
*
|
|
|
All directors,
director nominees and executive officers as a group (7
persons)
|
|
2,359,506
|
9
|
6.9
|
%
|
*
Less
than 1%
1
Percentage is
calculated based on all outstanding shares of common stock plus,
for each person or group, any shares of common stock that the
person or the group has the right to acquire within 60 days
pursuant to options, warrants, conversion privileges or other
rights. Unless otherwise indicated, each person or group has sole
voting and dispositive power over all such shares of common
stock.
2
Includes 80,000
shares of common stock issuable upon currently exercisable options,
403,324 shares held by Mr. Parker directly, 117,259 shares held by
Jeffrey Parker and Deborah Parker Joint Tenants in Common, over
which Mr. Parker has shared voting and dispositive power, and 6,687
shares owned of record by Mr. Parker’s child over which he
disclaims ownership. Excludes 6,000,000 shares of common stock
issuable upon options that may become exercisable in the
future.
3
Includes 32,500
shares of common stock issuable upon currently exercisable options.
Excludes 1,000,000 shares of common stock issuable upon options
that may become exercisable in the future.
4
Includes 32,500
shares of common stock issuable upon currently exercisable options.
Excludes 750,000 shares of common stock issuable upon options that
may become exercisable in the future.
5
Includes 50,000
shares of common stock issuable upon currently exercisable
options.
6
Includes 175,000
shares of common stock issuable upon currently exercisable options
and excludes 800,000 shares of common stock issuable upon options
that may become exercisable in the future.
7
Includes 175,000
shares of common stock issuable upon currently exercisable options
and 250,000 shares of common stock issuable upon conversion of
convertible notes and excludes 800,000 shares of common stock
issuable upon options that may become exercisable in the
future.
8
Includes 247,546
shares of common stock issuable upon currently exercisable options
and excludes 800,000 shares of common stock issuable upon options
that may become exercisable in the future.
9
Includes 792,546
shares of common stock issuable upon currently exercisable options
and 250,000 shares of common stock issuable upon conversion of
convertible notes held by directors and officers and excludes
10,150,000 shares of common stock issuable upon options that may
become exercisable in the future (see notes 2, 3, 4, 5, 6, 7, and 8
above).
10
The
person’s address is 9446 Philips Highway, Suite 5A,
Jacksonville, FL 32256.
25
Delinquent
Section 16(a) Reports
Section 16(a) of
the Securities Exchange Act of 1934, as amended, requires our
officers, directors and persons who beneficially own more than ten
percent of a registered class of our equity securities to file
reports of ownership and changes in ownership with the SEC and
Nasdaq. Officers, directors and ten percent shareholders are
charged by SEC regulation to furnish us with copies of all Section
16(a) forms they file.
Based solely upon
our review of the copies of such forms received by us and written
representations from certain reporting persons that no Forms 5 were
required for those persons, we believe that, during the fiscal year
ended December 31, 2018, our executive officers, directors and ten
percent shareholders filed all reports required by Section 16(a) of
the Exchange Act on a timely basis, except with respect to one
report on Form 4 for each of Messrs. Rawlins and Sorrells filed on
November 30, 2018 to report the net issuance of shares upon vesting
of RSU’s on November 16, 2018. Mr. Rawlins had 32,052 shares
vest, of which 7,517 shares were withheld for payment of taxes, and
Mr. Sorrells had 35,337 shares vest, of which 8,288 shares were
withheld of payment of taxes.
Equity
Compensation Plan Information
Equity
Plan Information
The following table
gives information as of August 15, 2019 about shares of our Common
Stock authorized for issuance under all of our equity compensation
plans (in thousands, except for per share amounts):
|
Plan
Category
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
|
Weighted-average
exercise price of outstanding options,
warrants and rights
|
Number of securities
remaining available for future issuance under
equity compensation plans (excluding securities
reflected in column (a))
|
|
|
(a)
|
|
(c)
|
|
Equity compensation
plans approved by security holders (1)
|
799
|
$
2.36
|
669
|
|
Equity compensation
plans not approved by security holders (2)
|
10,550
|
$
0.17
|
1,450
|
|
Total
|
11,349
|
|
2,119
|
(1)
Includes the 2000
Performance Equity Plan, the 2008 Equity Incentive Plan and the
2011 Long-Term Incentive Equity Plan. The types of awards that may
be issued under each of these plans is discussed more fully in Note
12 to our audited consolidated financial statements included in
Item 8 to our Annual Report.
(2)
Includes the 2019
Long-Term Incentive Plan. Shares will not be reserved, and options
granted pursuant to the 2019 Long-Term Incentive Plan will not be
exercisable, unless and until we have sufficient authorized
unissued shares or treasury shares available for such
exercise.
26
C
ERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
We paid
approximately $30,000 for each of the years ended 2018 and 2017 for
patent-related legal services to SKGF, of which Robert Sterne, is a
partner. In addition, we paid approximately $59,000 and $66,000 for
the years ended 2018 and 2017, respectively for principal and
interest on an unsecured note payable to SKGF (the “SKGF
Note”). The SKGF Note was issued in 2016 to convert
outstanding unpaid legal fees to an unsecured promissory note. The
SKGF Note was amended in January 2018 and August 2018 to defer
principal payments. In March 2019, we amended the SKGF Note to
provide for a waiver of past payment defaults, a decrease in the
interest rate from 8% per annum to 4% per annum, an extension of
the maturity date from March 2020 to April 2022, and a modification
of payment terms. As of June 29, 2019, we amended the SKGF Note to
provide for a postponement of past payment defaults and future
payments until October 2019. At June 30, 2019, the outstanding
balance of the note, including unpaid interest is approximately
$862,000.
On
September 10, 2018, we sold an aggregate of $400,000 in
promissory notes, convertible into shares of our common stock at a
fixed conversion price of $0.40 to related parties on the same
terms as other convertible notes sold in the same transaction.
Jeffrey Parker, our chief executive officer and chairman of the
Board, Paul Rosenbaum, one of our directors since December 2016,
and incoming independent director, Lewis Titterton, each purchased
a convertible note with a face value of $100,000. In addition,
Stacie Wilf, sister to Jeffrey Parker, purchased a convertible note
with a face value of $100,000.
On March 26, 2018,
three of our directors purchased an aggregate of 200,000 shares of
our common stock in an unregistered sale of equity securities at a
purchase price of $0.83 per share, which represented the closing
bid price of our common stock on the purchase date.
In February 2017,
one of our directors, Mr. Paul Rosenbaum, purchased 80,510 shares
of our common stock in an unregistered sale of equity securities at
a purchase price of $2.11 per share, which represented the closing
bid price of our common stock on the purchase date.
Review,
Approval or Ratification of Transactions with Related
Persons
Our audit
committee, pursuant to its written charter, is responsible for
reviewing and approving related-party transactions to the extent we
enter into such transactions. In certain instances, the full Board
may review and approve a transaction. The audit committee will
consider all relevant factors when determining whether to approve a
related party transaction, including whether the transaction is on
terms no less favorable than terms generally available to an
unaffiliated third party under the same or similar circumstances
and the extent of the related party’s interest in the
transaction. We require each of our directors and executive
officers to complete a questionnaire that elicits information about
related party transactions. These procedures are intended to
determine whether any such related party transaction impairs the
independence of a director or presents a conflict of interest on
the part of a director, officer or employee.
S
HAREHOLDER PROPOSALS AND
NOMINATIONS
Proposals of
shareholders intended to be presented at the 2020 annual meeting
must be received at our offices by January 1, 2020 for inclusion in
the proxy materials relating to that meeting.
Our by-laws contain
provisions intended to promote the efficient functioning of our
shareholder meetings. Some of the provisions describe our right to
determine the time, place and conduct of shareholder meetings and
to require advance notice by mail or delivery to us of shareholder
proposals or director nominations for shareholder meetings. Under
our by-laws, in order to properly bring business before a
shareholder meeting or nominate a person for election as a
director, a shareholder must provide us with written notice, at
least 120 days prior to the first anniversary of the mailing of
this proxy statement, of any such business the shareholder proposes
for consideration, even if the shareholder does not intend to
include such proposal in our proxy materials, or any such person
the shareholder intends to nominate for election as a director.
This notice must be received for the annual meeting in the year
held 2020 no later than January 1, 2020. A notice of a shareholder
proposal or nomination must include the information set forth in
our bylaws.
27
Shareholder
proposals and nominations should be addressed to Corporate
Secretary, ParkerVision, Inc., 9446 Philips Highway, Suite 5A,
Jacksonville, Florida 32256.
D
ISCRETIONARY VOTING OF PROXIES ON OTHER
MATTERS
We do not now
intend to bring before the Annual Meeting any matters other than
those specified in the Notice of the Annual Meeting, and we do not
know of any business which persons other than the Board intend to
present at the Annual Meeting. Should any business requiring a vote
of the shareholders, which is not specified in the notice, properly
come before the Annual Meeting, the persons named in the
accompanying proxy intend to vote the shares represented by them in
accordance with their best judgment.
28
Annex A
ARTICLES OF
AMENDMENT
TO
AMENDED AND
RESTATED ARTICLES OF INCORPORATION
OF
PARKERVISION,
INC.
__________________________________
Pursuant to Section
607.1006 of the
Florida 1989
Business Corporation Act
__________________________________
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 17, 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 ____day of ___ November, 2019.
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PARKERVISION, INC.
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By:
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Jeffrey L. Parker
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Chief Executive
Officer
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By:
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/s/
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Cynthia Poehlman
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Secretary
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A-1
TABLE OF CONTENTS
INFORMATION CONCERNING SOLICITATION AND VOTINGPROPOSAL I: ELECTION OF DIRECTORSCORPORATE GOVERNANCEEXECUTIVE COMPENSATIONPROPOSAL II: APPROVAL OF AN AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCKAUDIT COMMITTEE REPORTPROPOSAL III: RATIFICATION OF MOORE STEPHENS LOVELACE, P. A. AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPROPOSAL IV: ADVISORY APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATIONPROPOSAL V: ADVISORY APPROVAL OF FREQUENCY OF VOTE ON NAMED EXECUTIVE OFFICER COMPENSATIONSTOCK OWNERSHIP INFORMATIONCERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSSHAREHOLDER PROPOSALS AND NOMINATIONSDISCRETIONARY VOTING OF PROXIES ON OTHER MATTERS