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PRKR > SEC Filings for PRKR > Form 8-K on 4-Oct-2012All Recent SEC Filings

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Form 8-K for PARKERVISION INC


4-Oct-2012

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of M


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 2, 2012, the shareholders of ParkerVision, Inc. (the "Company") voted at the Company's 2012 Annual Meeting of Shareholders to approve an amendment to the Company's articles of incorporation to increase the number of authorized shares of common stock from 100,000,000 shares to 150,000,000 shares. The board of directors of the Company approved the amendment on August 1, 2012. The amendment was filed with the Department of State of the State of Florida on October 4, 2012 and became effective on such date.

A copy of the Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 3.03.



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

The Company's 2012 Annual Meeting of Shareholders was held on October 2, 2012. At the annual meeting, the Company's shareholders considered three proposals: (1) the election of seven directors, to hold office until the next annual meeting and until their respective successors are duly elected and qualified; (2) the approval of an amendment to the Company's articles of incorporation to increase the number of authorized shares of common stock from 100,000,000 shares to 150,000,000 shares; and (3) the ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent certified registered public accounting firm.

The shareholders elected Messrs. Jeffrey Parker, William Hightower, John Metcalf , David Sorrells, Robert Sterne, Nam Suh, and Papken der Torossian as directors, who together constitute the entire board of directors of the Company. 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:

                                                  Broker
Nominee                   For       Withheld    Non Votes
Jeffrey Parker         21,431,110    552,698    36,666,883
William Hightower      21,553,806    430,002    36,666,883
John Metcalf           21,400,742    583,066    36,666,883
David Sorrells         21,445,202    538,606    36,666,883
Robert Sterne          17,670,900   4,312,908   36,666,883
Nam Suh                21,558,609    425,199    36,666,883
Papken der Torossian   21,567,909    415,899    36,666,883


The shareholders also approved a proposal to amend our articles of incorporation to increase the number of authorized shares of common stock from 100,000,000 shares to 150,000,000 shares. The following is a tabulation of votes cast for and against the proposal, as well as the number of abstentions.

For Against Abstentions 56,070,887 1,364,437 1,215,367

The shareholders also ratified the selection of PricewaterhouseCoopers LLP ("PWC") as our independent certified registered public accounting firm. The following is a tabulation of votes cast for and against the ratification of PWC, as well as the number of abstentions.

For Against Abstentions 58,240,965 45,539 364,187



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No. Description

3.1 Articles of Amendment to Articles of Incorporation, dated October 3, 2012, effective October 4, 2012.


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