Item 507

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): June 12, 2018



PARKERVISION, INC.

(Exact Name of Registrant as Specified in Charter)





 

 

Florida

000-22904

59-2971472

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)





 

7915 Baymeadows Way, Jacksonville, Florida

32256

(Address of Principal Executive Offices)

(Zip Code)



(904) 732-6100

(Registrant’s Telephone Number, Including Area Code)



Not Applicable

(Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):





 

  

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

  

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

  

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

  

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))



Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter.

Emerging growth company   



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   

 

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Item 5.07.Submission of Matters to a Vote of Security Holders.

 

The Company held its 2018 Annual Meeting of Shareholders (the “Annual Meeting”) on June 12, 2018. At the Annual Meeting, the Company’s shareholders considered the following proposals: (1) to elect two Class II members of the Company’s board of directors (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 to increase the number of authorized shares of common stock from 30,000,000 to 40,000,000; (3) to approve an amendment to the amended and restated articles of incorporation of the Company to protect the Company’s tax assets; (4) to approve the issuance of additional shares of the Company’s common stock to Aspire Capital pursuant to Nasdaq listing 5635(d) and (5) to ratify the appointment of BDO USA LLP (“BDO”) as the Company’s independent registered public accounting firm for the year ending December 31, 2018. 



The shareholders elected Mr. Papken der Torossian and Mr. Frank Newman to the Board. The following is a tabulation of votes cast for and withheld from each director, as well as the number of broker non-votes with respect to each director: 





 

 

 

 

 

 



Nominee

 

 

For

 

 

Withheld

 

Broker Non-votes

Papken der Torossian

 

8,587,348

 

435,304

 

10,656,649

Frank Newman

 

8,659,468

 

363,184

 

10,656,649



The shareholders also 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 30,000,000 to 40,000,000.  The following is a tabulation of votes cast for and against the proposal, as well as the number of abstentions and broker non-votes.





 

 

 

 

 

 



For

 

 

Against

 

 

Abstentions

 

Broker Non-votes

18,577,435

 

765,930

 

335,936

 

0



The shareholders also approved an amendment to the amended and restated articles of incorporation of the Company to preserve the Company’s tax assets. The following is a tabulation of votes cast for and against the proposal, as well as the number of abstentions and broker non-votes.





 

 

 

 

 

 



For

 

 

Against

 

 

Abstentions

 

Broker Non-votes

8,856,608

 

152,134

 

13,910

 

10,656,649



The shareholders also approved the issuance of additional shares of the Company’s common stock to Aspire Capital pursuant to Nasdaq listing rule 5635(d).  The following is a tabulation of votes cast for and against the proposal, as well as the number of abstentions and broker non-votes.





 

 

 

 

 

 



For

 

 

Against

 

 

Abstentions

 

Broker Non-votes

8,750,291

 

238,732

 

33,629

 

10,656,649



 

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The shareholders also ratified the appointment of BDO as the Company’s independent registered public accounting firm for the year ending December 31, 2018.    The following is a tabulation of votes cast for and against the ratification of BDO, as well as the number of abstentions and broker non-votes.



9,437

 

 

 

 

 

 



For

 

 

Against

 

 

Abstentions

 

Broker Non-votes

19,437,644

 

159,913

 

81,744

 

0





 

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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: June 14, 2018

 

 



 

PARKERVISION, INC.



 

 



 

By /s/ Cynthia Poehlman



 

Cynthia Poehlman



 

Chief Financial Officer



 

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