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Date of Report (Date of earliest event reported): April 15, 2025

 

(Exact Name of Registrant as Specified in Charter)

 

 

(Registrant’s Telephone Number, Including Area Code)

 

(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):

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

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.

 

 

5.02 (b)  Departure of Directors or Certain Officers

 

On April 15, 2025, Mr. Sanford Litvack resigned from our Board of Directors, and from the Audit and Compensation Committees on which he served.  Mr. Litvack’s resignation was not due to any disagreement with us or any matter relating to our operations, policies or practices.

 

 

5.02 (e)  Compensatory Arrangements of Certain Officers

 

On April 15, 2025, the Compensation Committee of the Board of Directors (“Committee”) of ParkerVision, Inc. (the “Company”), including committee members Lewis Titterton, Paul Rosenbaum and Sanford Litvack, approved an increase in the base salary for Jeffrey Parker, Chief Executive Officer (“CEO”) from $260,000 to $400,000.  Mr. Parker had previously accepted a voluntary reduction in his base salary from $325,000 to $260,000 in August 2018 in connection with a planned restructuring.  The Committee also approved an increase in the base salary for Cynthia French, Chief Financial Officer (“CFO”), from $180,000 to $250,000.  Ms. French had previously accepted a voluntary reduction in her base salary from $225,000 to $180,000 in 2018.   The Committee considered a similarly-sized peer group (“Peer Group”) developed by an independent third party in its evaluation of base salaries for its named executive officers and established base salaries for both named executives that fall below the 50^th percentile for the Peer Group. 

 

In addition, on April 15, 2025, the Committee approved the modification of nonqualified options held by its CEO and CFO in order to extend the expiration date of the options from January 11, 2026 to January 11, 2031.  The modified options include 8,000,000 options awarded to the CEO and 1,000,000 options awarded to the CFO on January 11, 2021, with exercise prices of $0.54 per share and an original term of five years. The options are fully vested as of the modification date and the Company expects to record a one-time charge to share-based compensation of approximately $1.9 million in connection with the modification of these awards.  The extension of the expiration date is the only modification made to these awards and no additional securities were issued. 

 

 

 

(d) Exhibits:

 

 

 

 

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.