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): February 9, 2020
PARKERVISION, INC.
(Exact
Name of Registrant as Specified in Charter)
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Florida
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000-22904
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59-2971472
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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7915 Baymeadows
Way, Jacksonville, Florida
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32256
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(904) 732-6100
(Registrant’s
Telephone Number, Including Area Code)
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Securities
registered pursuant to Section 12(b) of the Act:
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Title of Each
Class
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Trading
Symbol
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Name of Each
Exchange on Which Registered
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Common
Stock, $.01 par value
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PRKR
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OTCQB
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Common
Stock Rights
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OTCQB
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e 4(c))
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter.
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange
Act. ☐
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
February 9, 2020, the Board of Directors (“Board”)
approved equity awards under the Company’s 2019 Long Term
Incentive Plan (the “2019 Plan”) to executives as
consideration for the executives’ voluntary reduction in base
salaries since July 2018. The grants were made to the following
individuals in the following amounts: Restricted stock units
(“RSUs”) for 300,000 shares of the Company’s
common stock (“Shares”) to Jeffrey Parker, the
Company’s Chief Executive Officer, RSUs for 150,000 Shares to
each of David Sorrells and Gregory Rawlins, the Company’s
Chief Technical Officers, and an option to purchase 150,000 Shares
at an exercise price of $0.31 per share to Cynthia Poehlman, the
Company’s Chief Financial Officer. Fifty percent (50%) of the
RSUs vest on May 9, 2020 and the remaining RSUs vest in four equal
quarterly installments commencing August 9, 2020. The options vest
50% upon grant with the remainder vesting in four equal quarterly
installments commencing May 10, 2020.
In
addition, the Board approved equity awards to independent directors
under the 2019 Plan for the directors’ continued waiver of
any cash fees for board or committee service. The grants were made
to the following directors in the following amounts: RSUs for
150,000 Shares to Frank Newman, an option for the purchase of
150,000 Shares at an exercise price of $0.31 per share to each of
Robert Sterne and Paul Rosenbaum. The non-employee director awards
all vest 50% upon grant with the remaining portion vesting in four
equal quarterly installments commencing May 9, 2020. The Board also
awarded an immediately vested option to purchase 100,000 Shares at
an exercise price of $0.31 per share under the Company’s 2011
Long Term Incentive Equity Plan to Robert Sterne in exchange for
Mr. Sterne’s waiver of approximately $100,000 in accrued and
unpaid fees for board and committee service from 2016 to 2018. Each
of the options awarded expire on February 9, 2027.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Dated:
February 13, 2020
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PARKERVISION, INC.
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By /s/ Cynthia
Poehlman
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Cynthia Poehlman
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Chief Financial Officer
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