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PARKERVISION INC

For the period ended Sep 12, 2024. Filed Sep 12, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Sep 12, 2024 · Filed Sep 12, 2024

PRKR$0.12+4.6%Stored close · as of Jun 30, 2026
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DEF 14A 1 prkr20240903_def14a.htm FORM DEF 14A

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 all boxes that apply):

☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in Exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

PARKERVISION, INC.

4446-1A Hendricks Avenue, Suite 354

Jacksonville, Florida 32207

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD OCTOBER 28, 2024

Notice is hereby given that the 2024 annual meeting of shareholders (the “Annual Meeting”) of ParkerVision, Inc. (the “Company”, “we” or “our”), will be held October 28, 2024 at 11:00 a.m. Eastern Time. You may attend the Annual Meeting online at www.virtualshareholdermeeting.com/PRKR2024.

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/PRKR2024. 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 one Class II director until the term of our Class II directors ends in 2027;
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 MSL, P.A. as the Company’s independent registered public accounting firm for the year ending December 31, 2024; and
4.To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

The board of directors has fixed the close of business on September 3, 2024 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 ensure the presence of a quorum, whether or not you expect to attend the Annual Meeting online, 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.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on October 28, 2024: The Company’s proxy statement and annual report to security holders will be available on or about September 12, 2024 athttps://www.proxyvote.com.

By Order of the Board of Directors

Cynthia French

Chief Financial Officer and Corporate Secretary

Jacksonville, Florida

September 12, 2024

PARKERVISION, INC.

PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON OCTOBER 28**, 2024**

Table of Contents

INFORMATION CONCERNING SOLICITATION AND VOTING2
PROPOSAL I: ELECTION OF DIRECTORS6
CORPORATE GOVERNANCE9
EXECUTIVE COMPENSATION14
PAY VERSUS PERFORMANCE16
PROPOSAL II: AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION TO INCREASE AUTHORIZED COMMON SHARES19
AUDIT COMMITTEE REPORT21
PROPOSAL III: RATIFICATION OF THE SELECTION OF MSL, P.A. AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM22
STOCK OWNERSHIP INFORMATION23
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS25
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR THE 2025 ANNUAL MEETING26
DISCRETIONARY VOTING OF PROXIES ON OTHER MATTERS26
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.