PARKERVISION INC
For the period ended Aug 18, 2025. Filed Aug 18, 2025.
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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.
Aug 18, 2025 · Filed Aug 18, 2025
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DEF 14A 1 prkr20250731_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 SEPTEMBER 30, 2025
Notice is hereby given that the 2025 annual meeting of shareholders (the “Annual Meeting”) of ParkerVision, Inc. (the “Company”, “we” or “our”), will be held September 30, 2025 at 11:00 a.m. Eastern Time. You may attend the Annual Meeting online at www.virtualshareholdermeeting.com/PRKR2025.
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/PRKR2025. 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 Class III directors until the term of our Class III directors ends in 2028; |
| 2. | To ratify the selection of Frazier & Deeter, LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2025; |
| 3. | To approve, on an advisory basis, the Company’s named executive officer compensation (“Say on Pay”); |
| 4. | To select, on an advisory basis, the frequency of future advisory votes on the Company’s named executive officer compensation (“Say on Frequency"); and |
| 5. | 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 August 4, 2025, 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 September 30, 2025: The Company’s proxy statement and annual report to security holders will be available on or about August 18, 2025 athttps://www.proxyvote.com.
By Order of the Board of Directors
Cynthia French
Chief Financial Officer and Corporate Secretary
Jacksonville, Florida
August 18, 2025
PARKERVISION, INC.
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 30, 2025
Table of Contents
| INFORMATION CONCERNING SOLICITATION AND VOTING | 2 |
|---|---|
| PROPOSAL I: ELECTION OF DIRECTORS | 6 |
| CORPORATE GOVERNANCE | 8 |
| EXECUTIVE COMPENSATION | 13 |
| PAY VERSUS PERFORMANCE | 16 |
| AUDIT COMMITTEE REPORT | 19 |
| PROPOSAL II: RATIFICATION OF FRAZIER & DEETER, LLC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 22 |
| PROPOSAL III: ADVISORY APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION | 23 |
| PROPOSAL IV:ADVISORY APPROVAL OF THE FREQUENCY OF VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION | 24 |
| STOCK OWNERSHIP INFORMATION | 26 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 28 |
| SHAREHOLDER PROPOSALS AND NOMINATIONS FOR THE 2026 ANNUAL MEETING | 29 |
| DISCRETIONARY VOTING OF PROXIES ON OTHER MATTERS | 29 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.