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 |X|
Filed by a Party other than the Registrant |_|
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|_| Preliminary Proxy Statement |_| Confidential, For Use of the
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|_| Definitive Additional Materials permitted by Rule 14a-6(e)(2))
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PARKERVISION, INC.
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
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Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
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PARKERVISION, INC.
8493 BAYMEADOWS WAY
JACKSONVILLE, FLORIDA 32256
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 9, 2005
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NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of
ParkerVision, Inc. will be held at the Marriott Hotel, 1501 International
Parkway, Lake Mary, Florida on Tuesday, August 9, 2005 at 9:00 a.m. local time,
for the following purposes:
1. To elect nine directors to hold office until the annual meeting of
shareholders in 2006 and until their respective successors have been
duly elected and qualified; and
2. To transact such other business as may properly come before the
meeting, and any adjournment(s) thereof.
The transfer books will not be closed for the annual meeting. Only
shareholders of record at the close of business on June 24, 2005 will be
entitled to notice of, and to vote at, the 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 meeting. In order to
assure the presence of a quorum, whether or not you expect to attend the meeting
in person, please sign and date the accompanying proxy card and mail it promptly
in the enclosed addressed, postage prepaid envelope. You may revoke your proxy
if you so desire at any time before it is voted.
By Order of the Board of Directors
Stacie Wilf
Secretary
Jacksonville, Florida
June 27, 2005
PARKERVISION, INC.
PROXY STATEMENT
GENERAL INFORMATION
This proxy statement and the enclosed form of proxy are being furnished in
connection with the solicitation of proxies by our board of directors to be used
at the annual meeting of shareholders to be held at 9:00 a.m. local time, on
Tuesday, August 9, 2005 and any adjournments. The annual meeting will be held at
the Marriott Hotel, 1501 International Parkway, Lake Mary, Florida. The matters
to be considered at the meeting are set forth in the attached Notice of Meeting.
Our executive offices are located at 8493 Baymeadows Way, Jacksonville,
Florida 32256. This proxy statement and the enclosed form of proxy are first
being sent to shareholders on or about July 8, 2005.
Record Date; Voting Securities
Our board of directors has fixed the close of business on June 24, 2005 as
the record date for determination of shareholders entitled to notice of, and to
vote at, the annual meeting. As of June 24, 2005, we had issued and outstanding
20,900,374 shares of common stock, par value $.01 per share, our only class of
voting securities outstanding. Each of our shareholders is entitled to one vote
for each share of common stock registered in his or her name on the record date.
Solicitation, Voting and Revocation of Proxies
Proxies in the form enclosed are solicited by and on behalf of our board
of directors. The persons named in the proxy have been designated as proxies by
our board of directors. Any proxy given pursuant to this solicitation and
received in time for the meeting will be voted as specified in the returned
proxy. If no instructions are given, proxies returned by shareholders will be
voted "FOR" the election of the nominees as our directors listed below and as
the proxies named in the proxy determine in their discretion with respect to any
other matters properly brought before the meeting. Any proxy may be revoked by
written notice received by our secretary at any time prior to the voting at the
meeting, by submitting a subsequent proxy or by attending the annual meeting and
voting in person. Attendance by a shareholder at the annual meeting does not
alone serve to revoke his or her proxy.
The presence, in person or by proxy, of a majority of the votes entitled
to be cast at the meeting will constitute a quorum at the meeting. A proxy
submitted by a shareholder may indicate that all or a portion of the shares
represented by his or her proxy are not being voted ("shareholder withholding")
with respect to a particular matter. Similarly, a broker may not be permitted to
vote stock ("broker non-vote") held in street name on a particular matter in the
absence of instructions from the beneficial owner of the stock. The shares
subject to a proxy which are not being voted on a particular matter because of
either shareholder withholding or broker non-vote will not be considered shares
present and entitled to vote on the matter. These shares, however, may be
considered present and entitled to vote on other matters and will count for
purposes of determining the presence of a quorum, unless the proxy indicates
that the shares are not being voted on any matter at the meeting, in which case
the shares will not be counted for purposes of determining the presence of a
quorum.
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The directors will be elected by a plurality of the votes cast at the
meeting. "Plurality" means that the nominees who receive the highest number of
votes in their favor will be elected as our directors. Consequently, any shares
not voted "FOR" a particular nominee, because of either shareholder withholding
or broker non-vote, will not be counted in the nominee's favor.
All other matters that may be brought before the shareholders must be
approved by the affirmative vote of a majority of the votes cast at the meeting.
Abstentions from voting are counted as "votes cast" with respect to the proposal
and, therefore, have the same effect as a vote against the proposal. Shares
deemed present at the meeting but not entitled to vote because of either
shareholder withholding or broker non-vote are not deemed "votes cast" with
respect to the proposal and therefore will have no effect on the vote.
Annual Report
Our Annual Report on Form 10-K, as amended, for the fiscal year ended
December 31, 2004, which contains our audited financial statements, is being
mailed along with this proxy statement.
We will provide to you exhibits to the Annual Report upon payment of a fee
of $.25 per page, plus $5.00 postage and handling charge, if requested in
writing to The Secretary, ParkerVision, Inc., 8493 Baymeadows Way, Jacksonville,
Florida 32256.
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information as of June 24, 2005
with respect to the stock ownership of (i) those persons or groups who
beneficially own more than 5% of our common stock, (ii) each of our director
nominees, (iii) each executive officer whose compensation exceeded $100,000 in
2004, and (iv) all of our directors, director nominees and executive officers as
a group (based upon information furnished by those persons).
Amount and Nature of Percent of
Name of Beneficial Owner Beneficial Ownership Class(1)
------------------------ -------------------- --------
Jeffrey L. Parker(2) 3,342,840 (3)(4) 15.45%
J-Parker Family Limited Partnership(5) 2,325,984 (4) 11.13%
Todd Parker(2) 1,120,588 (6)(7) 5.32%
T-Parker Family Limited Partnership(5) 876,255 (7) 4.19%
Stacie Wilf(2) 1,011,406 (8)(9) 4.82%
S-Parker Wilf Family Limited Partnership(5) 863,811 (9) 4.13%
David F. Sorrells(2) 674,500 (10) 3.13%
William A. Hightower 297,500 (11) 1.41%
Richard A. Kashnow 125,000 (12) 0.59%
William L. Sammons 179,750 (13) 0.85%
Nam P. Suh 60,000 (14) 0.29%
Papken S. der Torossian 125,000 (15) 0.59%
Cynthia Poehlman(2) 94,600 (16) 0.45%
John Metcalf 50,000 (17) 0.24%
Wellington Management Company, LLP(18) 2,922,900 (18) 13.98%
Leucadia National Corporation(19) 1,607,973 (19) 7.52%
Banca del Gottardo(20) 1,533,471 (20) 7.33%
Arbor Capital Management, LLC(21) 1,214,000 (21) 5.81%
All directors, director nominees and executive officers as a 7,081,184 (2(2)) 30.23%
group (11 persons)
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(1) Percentage includes all outstanding shares of common stock plus, for each
person or group, any shares of common stock that the person or the group
has the right to acquire within 60 days pursuant to options, warrants,
conversion privileges or other rights.
(2) The person's address is 8493 Baymeadows Way, Jacksonville, Florida 32256.
(3) Includes 730,000 shares of common stock issuable upon currently
exercisable options, 2,325,984 shares held by the J-Parker Family Limited
Partnership and 33,989 shares owned of record by Mr. Parker's three
children over which he disclaims ownership. Excludes 30,000 shares of
common stock issuable upon options that may become exercisable in the
future.
(4) J-Parker Family Limited Partnership is the record owner of 2,325,984
shares of common stock. Mr. Jeffrey L. Parker has sole voting and
dispositive power over the shares of common stock owned by the J-Parker
Family Limited Partnership, as a result of which Mr. Jeffrey Parker is
deemed to be the beneficial owner of such shares.
(5) The entity's address is 409 S. 17th Street, Omaha, Nebraska 68102.
(6) Includes 147,500 shares of common stock issuable upon currently
exercisable options, 876,255 shares held by T-Parker Family Limited
Partnership and 10,000 shares owned of record by Mr. Parker's spouse and
100 shares owned of record by Mr. Parker's child over which he disclaims
ownership. Excludes 20,000 shares of common stock issuable upon options
that may become exercisable in the future.
(7) T-Parker Family Limited Partnership is the record owner of 876,255 shares
of common stock. Mr. Todd Parker has sole voting and dispositive power
over the shares of common stock owned by the T-Parker Family Limited
Partnership, as a result of which Mr. Todd Parker is deemed to be the
beneficial owner of such shares.
(8) Includes 87,500 shares of common stock issuable upon currently exercisable
options, 863,811 shares held by S-Parker Wilf Family Limited Partnership
and 30,590 shares owned of record by Ms. Wilf's two children over which
she disclaims ownership.
(9) S-Parker Wilf Family Limited Partnership is the owner of 863,811 shares of
common stock. Ms. Wilf has sole voting and dispositive power over the
shares of common stock owned by the S-Parker Wilf Family Limited
Partnership, as a result of which Ms. Wilf is deemed to be the beneficial
owner of such shares.
(10) Represents 674,500 shares of common stock issuable upon currently
exercisable options. Does not include 175,000 shares of common stock
issuable upon options that may become exercisable in the future.
(11) Includes 272,500 shares of common stock issuable upon currently
exercisable options.
(12) Represents 125,000 shares of common stock issuable upon currently
exercisable options.
(13) Includes 160,000 shares of common stock issuable upon currently
exercisable options.
(14) Includes 60,000 shares of common stock issuable upon currently exercisable
options. Excludes 50,000 shares of common stock issuable upon options that
may become exercisable in the future.
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(15) Represents 125,000 shares of common stock issuable upon currently
exercisable options.
(16) Represents 94,600 shares of common stock issuable upon currently
exercisable options. Excludes 137,400 shares of common stock issuable upon
options that may become exercisable in the future.
(17) Includes 50,000 shares of common stock issuable upon currently exercisable
options.
(18) The business address of Wellington Management Company, LLP is 75 State
Street, Boston, Massachusetts 02109. Wellington Management, in its
capacity as investment adviser, may be deemed to have beneficial ownership
of the shares of common stock of the Company that are owned of record by
investment advisory clients of Wellington Management. Of the shares of
common stock of the Company held by its advisory clients, Wellington
Management has shared voting authority over 1,356,100 shares and non
voting authority over 1,566,800 shares. The number of shares reported
excludes shares underlying currently exercisable warrants as they are not
outstanding and there is no vote. The foregoing information was derived
from a Schedule 13G/A filed with the SEC on February 14, 2005 and the
subscription and warrant agreements dated March 10, 2005 between the
Company and Wellington Capital Management Company, LLP.
(19) The business address of Leucadia National Corporation is 315 Park Avenue
South, New York, New York 10010. The number of shares reported as
beneficially owned includes 484,293 shares underlying a currently
exercisable warrant. The foregoing information was derived from a Schedule
13G filed with the SEC on April 1, 2003.
(20) The address is Banca del Gottardo, Viale S. Franscini 8, CH-6901 Lungano,
Switzerland. The Banca del Gottardo has sole voting and dispositive power
over 250,000 shares of common stock and shared voting and dispositive
power over 1,266,805 shares of common stock. The shares over which they
have shared authority are held for the benefit of third parties. The
number of shares reported includes 16,666 shares underlying a currently
exercisable warrant. The foregoing information was derived from an
amendment to Schedule 13G filed with the SEC on February 7, 2005 and the
subscription and warrant agreements dated March 10, 2005 between the
Company and Banca del Gottardo.
(21) The address is One Financial Plaza, 120 South Sixth Street, Suite 100,
Minneapolis, Minnesota 55402. The foregoing information was derived from a
Schedule 13G filed with the SEC on February 4, 2005.
(22) Includes 2,526,600 shares of common stock issuable upon currently
exercisable options held by directors and officers and excludes 412,400
shares of common stock issuable upon options that may vest in the future
held by directors and officers (see notes 3, 6, 8, 10, 11, 12, 13, 14, 15,
16 and 17, above).
PROPOSAL 1: ELECTION OF DIRECTORS
The persons listed below have been designated by our board of directors as
candidates for election as directors to serve until the next annual meeting of
shareholders at which they will be elected or until their respective successors
have been elected and qualified. The by-laws of the Company currently provide
that the board of directors may set the number of directors, and currently the
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number of directors has been set at nine persons. At this annual meeting, nine
persons are being nominated. Unless otherwise specified in the form of proxy,
the proxies solicited by management will be voted "FOR" the election of these
candidates. In case any of these persons become unavailable for election to the
board of directors, an event which is not anticipated, the persons named as
proxies, or their substitutes, shall have full discretion and authority to vote
or refrain from voting for any other person in accordance with their judgment.
Director
Name Age Since Position
---- --- ----- --------
Jeffrey L. Parker 48 1989 Chairman of the Board and
Chief Executive Officer
Todd Parker 41 1989 Vice President, Corporate
Development and Director
David F. Sorrells 46 1997 Chief Technical Officer and
Director
William A. Hightower 61 1999 Director
Richard A. Kashnow 63 2000 Director
John Metcalf 54 2004 Director
William L. Sammons 84 1993 Director
Nam P. Suh 69 2003 Director
Papken S. der Torossian 66 2003 Director
Jeffrey L. Parker has been chairman of the board and our chief executive
officer since our inception in August 1989 and our president from April 1993 to
June 1998. From March 1983 to August 1989, Mr. Parker served as executive vice
president for Parker Electronics, Inc., a joint venture partner with Carrier
Corporation performing research development, manufacturing and sales and
marketing for the heating, ventilation and air conditioning industry.
Todd Parker has been a director since our inception and was a vice
president of ours from inception to June 1997. Mr. Parker acted as a consultant
to us from June 1997 through November 1997 and from September 2001 to July 2002.
On July 31, 2002, Mr. Parker was appointed president of the Video Business Unit
of the Company until that division was sold in May 2004 when his title was
changed to Vice President, Corporate Development. From January 1985 to August
1989, Mr. Parker served as general manager of manufacturing for Parker
Electronics.
David F. Sorrells has been our chief technical officer since September
1996 and has been a director since January 1997. From June 1990 to September
1996, Mr. Sorrells served as our engineering manager.
William A. Hightower has been a director since March 1999. From September
2003 to his retirement in November 2004, Mr. Hightower was the president of the
Company. Mr. Hightower was the president and chief operating officer and a
director of Silicon Valley Group, Inc. ("SVGI"), from August 1997 until his
retirement in May 2001. SVGI is a publicly held Company which designs and builds
semiconductor capital equipment tools for chip manufacturers. From January 1996
to August 1997, Mr. Hightower served as chairman and chief executive officer of
CADNET Corporation, a developer of network software solutions for the
architectural industry. From August 1989 to January 1996, Mr. Hightower was the
president and chief executive officer of Telematics International, Inc.
Richard A. Kashnow has been a director since August 2000. From August 1999
until his retirement in January 2003, Mr. Kashnow was the president of Tyco
Ventures, the venture capital arm of Tyco International, Inc., a diversified
manufacturing services Company. From October 1995 to its acquisition by Tyco in
1999, Mr. Kashnow was the chairman, chief executive officer and president of
Raychem Corporation, a technology Company specializing in electronic components
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and engineered materials. Mr. Kashnow received a PhD in physics from Tufts
University, served in the U.S. Army, and started his career at General Electric.
He serves on three other public company boards, Komag, for which he serves as
the non-executive chairman, ActivCard, and Ariba.
John Metcalf has been a director since June 2004. Since November 2002, Mr.
Metcalf has been a CFO Partner with Tatum Partners, a professional services firm
providing financial and information technology leadership with over 425 CFO and
CIO partners nationwide. Mr. Metcalf currently also is serving as CFO for
Siltronic Corporation, a silicon wafer manufacturing company. From February 2001
to December 2001, Mr. Metcalf was vice president and chief financial officer of
Zight Corporation, a venture funded microdisplay company. From January 1997 to
December 2000, he was the vice president and chief financial officer of
WaferTech, a semiconductor foundry that was a joint venture of TSMC, Altera,
Analog Devices, and ISSI. Mr. Metcalf was the senior vice president of finance,
chief financial officer and corporate secretary of Siltec Corporation, a silicon
wafer manufacturer, from 1992 to 1997, and the vice president finance and chief
financial officer of Oki Semiconductor from 1987 to 1991. Prior to his
employment by Oki Semiconductor, Mr. Metcalf was employed for eleven years by
Advanced Micro Devices in a number of finance managerial positions.
William L. Sammons has been a director since October 1993. From 1981 until
his retirement in 1985, Mr. Sammons was president of the North American
Operations of Carrier Corporation.
Nam P. Suh has been a director since December 2003. Mr. Suh has been a
member of the MIT faculty since 1970, where, among the many positions held, he
recently has been the director of the MIT Laboratory for Manufacturing and
Productivity, head of the department of Mechanical Engineering (1991-2001)
director of the MIT Manufacturing Institute and director of the Park Center for
Complex Systems. In 1984, Mr. Suh was appointed the assistant director of
engineering of the National Science Foundation by President Ronald Reagan and
confirmed by the U.S. Senate. Mr. Suh is a widely published author of
approximately 300 articles and seven books on topics related to tribology,
manufacturing, plastics and design. Mr. Suh has approximately 50 United States
patents and many foreign patents, some of which relate to plastics, polymers and
design.
Papken S. der Torossian has been a director since June 2003. Mr. der
Torossian was chief executive officer of SVGI from 1986 until 2001. Prior to his
joining SVGI, he was president and chief executive officer of ECS Microsystems,
a communications and PC company that was acquired by AMPEX Corporation where he
stayed on as a manager for a year. From 1976 to 1981 Mr. der Torossian was
president of the Santa Cruz Division of Plantronics where he also served as vice
president of the Telephone Products Group. Previous to that he spent four years
at Spectra-Physics and twelve years with Hewlett-Packard in a variety of
management positions. From 1997 to 2001, Mr. der Torossian served on the board
of the Silicon Valley Manufacturing Group. In March 2003, he joined the board of
directors as chairman of Therma-Wave, Inc., a Company engaged in the manufacture
and sale of process control metrology systems used in manufacturing
semiconductors.
Messrs. Jeffrey and Todd Parker are brothers.
Independence of Directors
The common stock of the company is listed on the Nasdaq National Market
System, and the company follows the rules of Nasdaq in determining if a director
is independent. The board of directors also consults with the company's counsel
to ensure that the board of directors' determinations are consistent with those
rules and all relevant securities and other laws and regulations regarding the
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independence of directors. Consistent with these considerations, the board of
directors affirmatively has determined that Messrs. Richard A. Kashnow, William
L. Sammons, Nam P. Suh, Papken S. der Torossian and John Metcalf are the
independent directors of the company. The other remaining directors are not
considered independent due to their current or recent employment by the company.
Board Meetings and Committees
During the fiscal year ended December 31, 2004, our board of directors met
ten times and did not act by consent. All of our directors attended each of the
meetings except that Nam Suh and Richard Kashnow each missed one meeting during
the last fiscal year. The directors are strongly encouraged to attend meetings
of shareholders. At the annual meeting of shareholders held in 2004, all of our
directors attended the meeting. Members of our board of directors generally are
elected annually by our shareholders and may be removed as provided for in the
1989 Business Corporation Act of the State of Florida and our articles of
incorporation.
The board of directors has three committees, the audit committee, the
compensation committee and the nominating committee. Members of the individual
committees are named below.
Audit Compensation Nominations
----- ------------ -----------
John Metcalf* Richard A. Kashnow* Nam P. Suh*
Richard A. Kashnow William L. Sammons John Metcalf
William L. Sammons Papken S. der Torossian Papken S. der Torossian
* Chairperson.
Audit Committee
General. The audit committee was established in 1994. It is comprised of
independent directors and is governed by a board-approved charter amended and
readopted in 2003 and filed as an exhibit to the proxy statement for the 2003
annual meeting. The charter, among other things, contains the committee's
membership requirements and responsibilities. The audit committee oversees the
Company's accounting, financial reporting process, internal controls and audits,
and consults with management and the independent auditors on, among other items,
matters related to the annual audit, the published financial statements and the
accounting principles applied. As part of its duties, the audit committee
appoints, evaluates and retains the Company's independent auditors. It maintains
direct responsibility for the compensation, termination and oversight of the
Company's independent auditors and evaluates the independent auditors'
qualifications, performance and independence. The audit committee also monitors
compliance with the Company's policies on ethical business practices and reports
on these items to the board of directors. The audit committee has established
policies and procedures for the pre-approval of all services provided by the
independent auditors. Further the audit committee has established procedures for
the receipt, retention and treatment, on a confidential basis, of complaints
received by the Company, which are described under "Shareholder Communications
with the Board."
Financial Expert on Audit Committee. The board of directors made a
qualitative assessment of each of the audit committee members to determine their
level of financial knowledge and experience based on a number of factors and has
determined that each member is a financial expert within the meaning of all
applicable rules. This determination was made with reference to the rules of
Nasdaq and the SEC. The board of directors considered each of these persons'
ability to understand generally accepted accounting principles and financial
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statements, their ability to assess the general application of generally
accepted accounting principles in connection with our financial statements,
including estimates, accruals and reserves, their experience in analyzing or
evaluating financial statements of similar breadth and complexity as our
financial statements, their understanding of internal controls and procedures
for financial reporting and their understanding of the audit committee
functions.
Meetings and Attendance. During the fiscal year ended December 31, 2004,
the audit committee met 13 times and acted one time by unanimous consent. The
audit committee has also met four times since January 1, 2005, in connection
with the annual report for the fiscal year ended December 31, 2004.
The firm of PricewaterhouseCoopers LLP acts as our principal accountants.
The following is a summary of fees paid to the principal accountants for
services rendered.
Audit Fees. For the years ended December 31, 2003 and December 31, 2004,
the aggregate fees billed for professional services rendered for the audit of
our annual financial statements and the review of our financial statements
included in our quarterly reports were approximately $173,900 and $560,300
respectively.
Audit Related Fees. For the years ended December 31, 2003 and December 31,
2004, there were no fees billed for professional services by our independent
auditors rendered in connection with audit related services.
Tax Services Fees. For the years ended December 31, 2003 and December 31,
2004, the aggregate fees billed for professional services rendered for tax
services by our independent auditors were approximately $800 and $0,
respectively.
All Other Fees. For the years ended December 31, 2003 and December 31,
2004, the aggregate fees billed for other professional services by our
independent auditors were approximately $0 and $1,500, respectively.
All the services discussed above were approved by our audit committee. The
audit committee pre-approves the services to be provided by its independent
auditors, including the scope of the annual audit and non-audit services to be
performed by the independent auditors and the independent auditors' audit and
non-audit fees. The audit committee also reviews and recommends to the board of
directors whether or not to approve transactions between the company and an
officer or director outside the ordinary course.
Audit Committee Report
Pursuant to the charter of the audit committee originally adopted on June
12, 2000 and amended on April 25, 2003, the audit committee's responsibilities
include, among other things:
o annually reviewing and reassessing the adequacy of the committee's
formal charter;
o reviewing and discussing our annual audited financial statements
with our management and our independent auditors and the adequacy of
our internal accounting controls;
o reviewing analyses prepared by management and independent auditors
concerning significant financial reporting issues and judgments made
in connection with the preparation of our financial statements;
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o the engagement of the independent auditor;
o reviewing the independence of the independent auditors;
o reviewing our auditing and accounting principles and practices with
the independent auditors and reviewing major changes to our auditing
and accounting principles and practices as suggested by the
independent auditor or our management;
o the appointment of the independent auditor by the board of
directors, which firm is ultimately accountable to the audit
committee and the board of directors;
o approving professional services provided by the independent
auditors, including the range of audit and nonaudit fees; and
o reviewing all related party transactions on an ongoing basis for
potential conflict of interest situations.
The audit committee pre-approves the services to be provided by its
independent auditors. During the period January 1, 2004 through March 31, 2005,
the committee reviewed in advance the scope of the annual audit and non-audit
services to be performed by the independent auditors and the independent
auditors' audit and non-audit fees and approved them. The audit committee also
reviews and recommends to the board of directors whether or not to approve
transactions between the Company and an officer or director outside the ordinary
course.
On many occasions during 2004 and thereafter, the audit committee met
privately at regularly scheduled meetings and held discussions with management,
the chief financial officer and our independent auditors. Management represented
to the committee that our consolidated financial statements were prepared in
accordance with generally accepted accounting principles, and the committee has
reviewed and discussed the consolidated financial statements with management and
the independent auditors. The audit committee also discussed and reviewed with
management and the independent auditors the internal controls and procedures of
the audit functions and the objectivity of the process of reporting on the
financial statements. The committee discussed with the independent auditors the
matters required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees), various accounting issues relating to
presentation of certain things in our financial statements and compliance with
Section 10A of the Securities Exchange Act of 1934. Our independent auditors
also provided the audit committee with the written disclosures required by the
Independence Standards Board Standard No. 1 (Independence Discussions with Audit
Committees) and the committee discussed with the independent auditors and
management the auditors' independence. The committee discussed financial risk
exposures relating to the Company with management and the processes in place to
monitor and control the exposure resulting therefrom, if any. Based upon the
committee's discussion with management and the independent auditors and the
committee's review of the representations of management and the report of the
independent auditors to the audit committee, the committee recommended that the
board of directors include our audited consolidated financial statements in the
Annual Report on Form 10-K for the year ended December 31, 2004. The committee
evaluated the performance of PricewaterhouseCoopers LLP and recommended to the
board their re-appointment as the independent auditors for the fiscal year
ending December 31, 2005.
John Metcalf
Richard A. Kashnow
William L. Sammons
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Compensation Committee
General. The compensation committee, which is comprised of independent
directors, consults generally with management on matters concerning executive
compensation and benefit plans where board of directors or shareholder action is
contemplated with respect to the adoption of or amendments to such plans. It
makes recommendations to the board of directors on compensation generally,
executive officer salaries, bonus awards and equity compensation, special awards
and supplemental compensation and director compensation. The compensation
committee makes recommendations on organization, succession, the election of
officers, consultantships and similar matters where board of director approval
is required. It also administers the Company's 2000 Performance Equity Plan and,
to the extent of outstanding awards, the 1993 Stock Option Plan. In 2005, the
compensation committee retained an external compensation consultant to assist in
a review of executive and board compensation programs.
Meetings and Attendance. During fiscal year ended December 31, 2004, the
compensation committee met three times and acted by unanimous consent one time.
Compensation Committee Report
General Compensation Policy. We operate in a competitive and rapidly
changing high technology industry. The compensation committee believes that the
compensation program for our executive officers should be designed to attract,
motivate and retain talented executives responsible for the success of our
Company. The compensation committee believes the compensation program should be
determined within a competitive framework and should be based on achievement of
overall financial results and individual contribution.
Compensation Components. The three major components that currently make up
the compensation of our executive officers are: base salary; annual cash
incentive awards in the form of a cash bonus; and long-term equity-based
incentive awards historically in the form of stock option grants.
The compensation committee's determination of the compensation components
for executive officers is based on a conventional approach utilizing benchmark
data, industry practices, recommendations of independent compensation
consultants and, ultimately, the business judgment of the committee members. The
compensation committee has compared its executives' compensation levels to
independent compensation surveys and compensation packages for executives in
similarly sized technology companies and has found its compensation packages to
be comparable.
The base salary for each executive officer is determined at levels
considered appropriate for comparable positions at other companies. Annual cash
bonuses are subjective and are based on our achievement of financial performance
targets and certain qualitative milestones, as well as individual contribution.
Long-term equity-based incentive awards, historically in the form of stock
option grants, are determined subjectively based on the executive's position
within us, individual performance, potential for future responsibility and
promotion, and the number of unvested options held at the time of the new grant.
The relative weight given to each of these factors varies among individuals at
the compensation committee's discretion.
Executive Compensation Reviewed. Pursuant to Mr. Jeffrey Parker's written
employment agreement, the committee increased Mr. Parker's salary to $325,000
per annum on October 1, 2004 and it remains the same until October 1, 2005.
After consideration of Mr. Parker's involvement in raising additional capital
for the Company and implementing the strategic shifts in the Company's product
focus, he compensation committee awarded Mr. Parker an aggregate bonus of
$175,000 for the fiscal year 2004.
10
Pursuant to Mr. David Sorrells' written employment agreement, the
committee increased Mr. Sorrells' salary by 5% to $262,500 in March 2005. After
consideration of Mr. Sorrells' technology accomplishments in 2004, the
compensation committee awarded a cash bonus of $135,000 to Mr. Sorrells.
Mr. Todd Parker was employed as the president of the video business unit
until the sale of that division in May 2004 at which time he was employed as the
vice president of corporate development. Mr. Parker is not employed under a
written employment agreement and the committee did not recommend a salary
increase for Mr. Parker for fiscal year 2004. In consideration of his work in
facilitating the sale of the Company's video division, the compensation
committee awarded Mr. Parker a bonus of $40,000 for fiscal year 2004.
Cynthia Poehlman currently is employed as the chief financial officer of
the Company. Ms. Poehlman is not employed under a written employment agreement.
The compensation committee reviewed Ms. Poehlman's compensation in connection
with her promotion to chief financial officer in June 2004 and increased her
salary to $150,000 and awarded her an option to purchase 150,000 shares of
common stock at $5.70 per share, vesting ratably over five years, and expiring
June 25, 2014. After consideration of her work in facilitating the sale of the
video division and meeting the requirements Section 404 of Sarbanes-Oxley, Ms.
Poehlman was also awarded a cash bonus of $75,000 for fiscal year 2004.
Notwithstanding anything to the contrary set forth in any of our previous
filings under the Securities Act of 1933 or the Securities Exchange Act of 1934,
that might incorporate our future filings under those statutes, the preceding
Compensation Committee Report on Executive Compensation and our Stock
Performance Graph (set forth herein below) will not be incorporated by reference
into any of those prior filings, nor will such report or graph be incorporated
by reference into any of our future filings under those statutes.
THE COMPENSATION COMMITTEE
Richard A. Kashnow
William L. Sammons
Papken S. der Torossian
Nominations Committee
General. The nominations committee, which consists of independent
directors, is responsible for overseeing the selection of persons to be
nominated as directors of the Company.
The nominations committee considers persons identified by its members,
management, shareholders, potential investors, investment bankers and others.
The nominations committee may also use the services of search firms to assist in
identifying potential directors, in gathering information about the background
and experience of such persons and acting as an intermediary with such persons.
The nominations committee adopted a written charter in April 2004 which is
available on the Company's website at www.parkervision.com. The nominations
committee does not have any formal criteria for nominees; however, it believes
that persons to be nominated should be actively engaged in business endeavors,
have an understanding of financial statements, corporate budgeting and capital
structure, be familiar with the requirements of a publicly traded Company, be
familiar with industries relevant to the Company's business endeavors, be
willing to devote significant time to the oversight duties of the board of
directors of a public Company, and be able to promote a diversity of views based
on the person's education, experience and professional employments. The
nominations committee evaluates
11
each individual in the context of the board as a whole, with the objective of
recommending a group of persons that can best implement the Company's business
plan, perpetuate its business and represent shareholder interests. The
nominations committee may require certain skills or attributes, for example
financial or accounting experience, to meet specific board needs that arise from
time to time. The nominations committee does not distinguish among nominees
recommended by shareholders and other persons.
Shareholders and others wishing to suggest candidates to the nominations
committee for consideration as directors must submit written notice to the
corporate secretary, who will provide it to the nominations committee. The
Company also has a method by which shareholders may nominate persons as
directors which is described in the section "Shareholder Proposals and
Nominations."
At the annual meeting to which this proxy relates, all the current
directors have been nominated to stand for re-election. Three of the persons
standing for re-election are employed by the Company in executive capacities.
Code of Ethics and Shareholder Contact
The board of directors has adopted a code of ethics that is designed to
deter wrongdoing and to promote ethical conduct and full, fair, accurate, timely
and understandable reports that the Company files or submits to the SEC and
others. A copy of the code of ethics may be found on the Company's website.
Shareholders may contact members of the board of directors by writing to
them in care of the corporate secretary at the headquarters. The corporate
secretary will forward correspondence received to the directors from time to
time. This procedure was approved by the independent directors.
Compensation of Outside Directors
For the 2004-2005 year of director service, each non-employee director
received an annual retainer of $20,000 paid in quarterly installments, a meeting
fee of $2,500 for each meeting attended in-person or $1,500 for each meeting
attended telephonically, and an option grant of 10,000 shares upon completion of
the year of service as a director. In addition, each committee chairman received
an annual retainer of $5,000 paid in quarterly installments. New non-employee
directors received an option grant of 40,000 shares upon initial election to the
board. These options vested at the end of the first year of board service.
The foregoing director compensation program was implemented in June 2004
and is subject to review and amendment by the board for the upcoming 2005-2006
year of board service. Prior to June 2004, the director compensation program
included an annual retainer of $8,000 payable in quarterly installments with no
per meeting fees. In addition, non-employee directors received an annual grant
of 10,000 share options for serving as a director with an additional 5,000 share
options for serving as a committee chairperson and 2,500 share options for
committee participation, not to exceed 15,000 total share options per director
in any fiscal year.
All board members are reimbursed for reasonable expenses incurred in
attending meetings and reasonable expenses incurred in attending relevant
training seminars.
12
Executive Compensation
The following tables summarize the cash compensation paid by the company
to each of its executive officers (including our chief executive officer) who
were serving as executive officers at the end of the year ended December 31,
2004, for services rendered in all capacities to the company and its
subsidiaries during the years ended December 31, 2004, 2003 and 2002, options
granted to such executive officers during the year ended December 31, 2004, and
the value at the end of the fiscal year ended December 31, 2004 of all options
granted to the executive officers.
=====================================================================================================
SUMMARY COMPENSATION TABLE
-----------------------------------------------------------------------------------------------------
Long Term
Annual Compensation Compensation
Name and Principal Fiscal Year --------------------------------------------------
Position Ended 12/31 Salary Bonus Options/SARs (#)
-----------------------------------------------------------------------------------------------------
Jeffrey L. Parker 2004 $305,288 $175,000
Chairman of the Board and 2003 $300,000 $ 25,000 --
Chief Executive Officer 2002 $281,700 -- 15,000
-----------------------------------------------------------------------------------------------------
William A. Hightower 2004 $230,769 -- __
President of the Company 2003 $ 76,883(2) $ 25,000 515,000
and Director(1) -- -- -- --
-----------------------------------------------------------------------------------------------------
Todd Parker 2004 $200,000 $ 40,000
Vice President, Corporate 2003 $182,115 $ 25,000 --
Development and Director 2002 $ 62,000(3) -- 60,000
-----------------------------------------------------------------------------------------------------
Cynthia Poehlman 2004 $136,154 $ 75,000 150,000
Chief Financial Officer 2003 $120,000 $ 17,000 --
2002 $ 87,500 $ 12,500 12,000
-----------------------------------------------------------------------------------------------------
David F. Sorrells 2004 $259,856 $135,000 --
Chief Technical Officer and 2003 $250,000 $125,000 125,000
Director 2002 $244,200 -- --
=====================================================================================================
(1) Mr. Hightower was president from September 2003 until he resigned on
November 14, 2004.
(2) Excludes director fees of $6,000 paid to Mr. Hightower as an outside
director from January 1, 2003 through September 2, 2003.
(3) Excludes $74,891 of compensation paid to Mr. Todd Parker as a consultant
from September 2001 to July 2002.
We cannot determine, without unreasonable effort or expense, the specific
amount of certain personal benefits afforded to our employees, or the extent to
which benefits are personal rather than business. We have concluded that the
aggregate amounts of such personal benefits which cannot be specifically or
precisely ascertained do not in any event exceed, as to each individual named in
the preceding table, the lesser of $50,000 or 10% of the compensation reported
in the preceding table for such individual, or, in the case of a group, the
lesser of $50,000 for each individual in the group, or 10% of the compensation
reported in the preceding table for the group, and that such information set
forth in the preceding table is not rendered materially misleading by virtue of
the omission of the value of such personal benefits.
13
=====================================================================================================================
OPTION/GRANTS IN LAST FISCAL YEAR
---------------------------------------------------------------------------------------------------------------------
Realizable Value
---------------------------------------------------------------------------------------------------------------------
% of Total
Options
Number of Granted to
Shares Under Employees in Exercise Expiration
Name Options Fiscal Year Price Date 5% 10%
---------------------------------------------------------------------------------------------------------------------
Jeffrey L. Parker -- -- -- -- -- --
---------------------------------------------------------------------------------------------------------------------
William A. Hightower -- -- -- -- -- --
---------------------------------------------------------------------------------------------------------------------
Todd Parker -- -- -- -- -- --
---------------------------------------------------------------------------------------------------------------------
Cynthia Poehlman 150,000(1) 20% $5.70 6/25/14 537,612 1,362,360
---------------------------------------------------------------------------------------------------------------------
David F. Sorrells -- -- -- -- -- --
=====================================================================================================================
(1) Granted in 2004 upon her promotion to Chief Financial Officer.
==================================================================================================================
AGGREGATE FISCAL YEAR-END OPTION/SAR VALUES
AT DECEMBER 31, 2004
------------------------------------------------------------------------------------------------------------------
Number of Unexercised Options/SARs Value of Unexercised In-the-Money
at Fiscal Year End (#) Options/SARs at Fiscal Year End
-----------------------------------------------------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
------------------------------------------------------------------------------------------------------------------
Jeffrey L. Parker 730,000 30,000 $20,500 $-0-
------------------------------------------------------------------------------------------------------------------
William A. Hightower 262,500 -0- $107,700 $-0-
------------------------------------------------------------------------------------------------------------------
Todd Parker 137,500 30,000 $20,500 $-0-
------------------------------------------------------------------------------------------------------------------
Cynthia Poehlman 64,700 169,800 $-0- $480,000
------------------------------------------------------------------------------------------------------------------
David F. Sorrells 674,500 175,000 $-0- $-0-
==================================================================================================================
Employment Agreements
In September 2000, we entered into an employment agreement with Jeffrey L.
Parker, our chairman of the board and chief executive officer, which expires on
September 30, 2005. Mr. Parker currently receives an annual base salary of
$325,000. Mr. Parker also will receive bonuses from time to time as may be
determined by the compensation committee, and he is eligible to participate in
the various benefit plans available to all executives of the company. Mr. Parker
was awarded a cash bonus of $175,000 in connection with his employment during
2004. Mr. Parker was awarded two stock options in 2000 in connection with his
execution of an employment agreement with us. The first option is for 350,000
shares of common stock, exercisable at a price per share of $41. This option
vested immediately and is exercisable until September 7, 2010, except as
provided in the option agreement. The second option is for 150,000 shares of
common stock, exercisable at $61.50 per share and vesting in five equal
installments of 30,000 shares on October 1 in each year from 2001 through 2005.
Once vested, the options remain exercisable until October 1, 2010, except as
provided in the option agreement.
14
In March 2002, we entered into an employment agreement with David F.
Sorrells, our chief technical officer and a director, which expires March 6,
2007. The agreement provides that Mr. Sorrells will receive an annual base
salary of not less than $250,000 for the first two-year period with annual
increases thereafter as determined by the compensation committee, but not less
than 5% of the prior year's base salary. Mr. Sorrells currently receives an
annual base salary of $262,500. Mr. Sorrells will also receive an annual bonus
as may be determined by the compensation committee based on the recommendation
of the chief executive officer. Mr. Sorrells may also be granted awards under
the company's equity performance plans. Mr. Sorrells received a cash bonus of
$135,000 for 2004, determined by the compensation committee.
In September 2003, we entered into an employment agreement with William A.
Hightower in connection with his becoming the president of the Company. Mr.
Hightower resigned as the president on November 19, 2004 and the employment
agreement was terminated. Mr. Hightower has remained as a director of the
company. Under the agreement, Mr. Hightower was paid in his capacity as
president at an annual base salary rate of $250,000 and was eligible for
bonuses. Mr. Hightower was also granted an option under the 2000 Performance
Equity Plan to purchase up to 500,000 shares of common stock at $8.00 per share,
of which 100,000 shares vested on September 2, 2004 and are exercisable until
September 2013. The balance of the options terminated upon his resignation.
Stock Option Plans
In September 1993, the board of directors approved the 1993 stock plan
pursuant to which an aggregate of 500,000 shares of common stock were initially
reserved for issuance in connection with the benefits available for grant. The
1993 stock plan was amended on September 19, 1996, August 22, 1997 and November
16, 1998 by the board of directors to raise the number of shares of common stock
subject to the plan to 3,500,000. Each of these amendments was approved by our
shareholders. In September 2003, the 1993 stock plan was closed for future
grants of benefits, but remains outstanding until all the benefits granted there
under have either been exercised or terminated by their terms. As of December
31, 2004, there were a total of 2,082,252 shares of common stock that are
subject to outstanding grants under the 1993 stock plan.
In May 2000, the board of directors approved our 2000 performance equity
plan pursuant to which a total of 5,000,000 shares of common stock were reserved
for issuance in connection with the awards available for grant. The 2000 plan
was approved by our shareholders on July 13, 2000. The following types of awards
may be granted under the 2000 plan:
o incentive stock options;
o non-qualified stock options;
o stock appreciation rights;
o restricted stock awards;
o stock bonuses; or
o other forms of stock benefits.
Incentive stock options may be granted only to our employees. Other
benefits may be granted to our consultants, directors (whether or not they are
employees of ours), employees and officers. As of December 31, 2004, awards to
purchase a total of 3,579,630 shares of common stock have been granted and are
outstanding or have been exercised under the 2000 plan. As of December 31, 2004,
we had 1,420,370 shares of common stock available for grant for future awards
under the 2000 plan.
15
Equity Compensation Plan Information
The following table gives the information about our common stock that may
be issued upon the exercise of options, warrants and rights under all of our
existing equity compensation plans as of December 31, 2004, including the 1993
Stock Plan, the 2000 Performance Equity Plan and other miscellaneous plans.
Number of securities
Number of securities remaining available for
to be issued upon Weighted-average exercise future issuance under equity
exercise of price of outstanding compensation plans
outstanding options, options, (excluding securities
Plan Category warrants and rights warrants and rights reflected in column (a))
------------- ------------------- ------------------- ------------------------
(a) (b) (c)
Equity compensation plans
approved by security holders 5,363,202 $21.24 1,420,370
Equity compensation plans not
approved by security holders 115,000 $23.25 -0-
--------- ---------
Total 5,478,202 1,420,370
========= =========
The equity compensation plans reported upon in the above table that were
not approved by security holders include:
o Options to purchase 25,000 shares granted to two directors in March
1999 at exercise prices of $23.25 per share. These options are
vested and expire in March 2009.
o Options to purchase 100,000 shares granted to an employee in March
1999 at an exercise price of $23.25. These options vested over five
years, ending on May 26, 2004, and expire in May 2009. As of
December 31, 2004, options to purchase 90,000 shares were subject to
this agreement and 10,000 options have been exercised.
16
Performance Graph
The following graph shows a five-year comparison of cumulative total
shareholder returns for our Company, the Nasdaq U.S. Stock Market Index, the
Nasdaq Electronic Components Index and Nasdaq Telecommunications Index for the
five years ending December 31, 2004. The total shareholder returns assumes the
investment on December 31, 1999 of $100 in our common stock, the Nasdaq U.S.
Stock Market Index, the Nasdaq Electronic Components Index, and Nasdaq
Telecommunications Index at the beginning of the period, with immediate
reinvestment of all dividends.
[PERFORMANCE GRAPH]
Cumulative Total Return
---------------------------------------------------------------
12/99 12/00 12/01 12/02 12/03 12/04
PARKERVISION, INC. 100.00 119.11 68.29 26.54 31.84 28.94
NASDAQ STOCK MARKET (U.S.) 100.00 60.09 45.44 26.36 38.55 40.87
NASDAQ TELECOMMUNICATIONS 100.00 52.17 38.29 23.31 41.85 45.52
NASDAQ ELECTRONIC COMPONENTS 100.00 81.80 70.04 34.99 67.83 53.30
17
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our officers, directors and persons who beneficially own more than ten percent
of a registered class of our equity securities to file reports of ownership and
changes in ownership with the SEC and the National Association of Securities
Dealers, Inc. Officers, directors and ten percent shareholders are charged by
SEC regulation to furnish us with copies of all Section 16(a) forms they file.
Based solely upon our review of the copies of such forms received by us, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, we believe that, during the fiscal year ended
December 31, 2004, all filing requirements applicable to our executive officers,
directors and ten percent shareholders were fulfilled.
Certain Relationships and Related Transactions
We lease our executive offices pursuant to a lease agreement dated March
1, 1992 with Jeffrey L. Parker and Barbara Parker. Barbara Parker is Mr.
Parker's mother. The term of the lease expires in 2007 and is renewable for an
additional five-year term. For each of the years ended December 31, 2004 and
2003, we incurred approximately $298,900 in rental expense under the lease. We
believe that the terms of the lease are no less favorable to us than terms we
could have obtained from an unaffiliated third party.
On March 26, 2003, to raise additional working capital, we sold shares of
common stock for cash to Leucadia National Corporation, a then holder of greater
than 5% beneficial ownership of our common stock, at $3.91 per share for an
aggregate of $2,500,000, which per-share price was 80% of the ten-day weighted
average price per share ending on the day immediately prior to the sale.
Leucadia was also granted registration rights for the purchased shares and a
four-year pre-emptive right to acquire additional shares in certain
circumstances. As a condition to this purchase, members of the Parker family,
including Jeffrey L. Parker, our chief executive officer and chairman of the
board, Todd Parker, vice president and a director and Stacie Wilf, our corporate
secretary and a director, were required to purchase 495,050 shares of common
stock for cash at $5.05 per share for an aggregate of $2,500,000, which
per-share price was the five-day closing bid price average per share ending on
the day immediately prior to the sale. Each of these purchasers was granted
registration rights. The transactions were approved in advance by the audit
committee and the board of directors, with the interested parties abstaining.
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP was our independent accountants for the fiscal
year ending December 31, 2004 and have been retained for 2005. A representative
of Pricewaterhouse Coopers LLP is expected to be present at the meeting with an
opportunity to make a statement if he desires to do so and is expected to be
available to respond to appropriate questions.
SOLICITATION OF PROXIES
We are soliciting the proxies of shareholders pursuant to this proxy
statement. We will bear the cost of this proxy solicitation. In addition to
solicitations of proxies by use of the mail, some of our officers or employees,
without additional remuneration, may solicit proxies personally or by telephone.
We may also request brokers, dealers, banks and their nominees to solicit
proxies from their clients where appropriate, and may reimburse them for
reasonable expenses related thereto.
18
SHAREHOLDER PROPOSALS AND NOMINATIONS
Shareholder Proposals and Nominations
Proposals of shareholders intended to be presented at the annual meeting
to be held in 2006 must be received at our offices by April 18, 2006 for
inclusion in the proxy materials relating to that meeting.
Our by-laws contain provisions in it intended to promote the efficient
functioning of our shareholder meetings. Some of the provisions describe our
right to determine the time, place and conduct of shareholder meetings and to
require advance notice by mail or delivery to us of shareholder proposals or
director nominations for shareholder meetings.
Under the by-laws, shareholders must provide us with at least 120 days
notice of business the shareholder proposes for consideration at the meeting and
persons the shareholder intends to nominate for election as directors at the
meeting. This notice must be received for the annual meeting in the year 2006 no
later than April 18, 2006. Shareholder proposals must include the exact language
of the proposal, a brief description of the matter and the reasons for the
proposal, the name and address of the shareholder making the proposal and
disclosure of that shareholder's number of shares of common stock owned, length
of ownership of the shares, representation that the shareholder will continue to
own the shares through the shareholder meeting, intention to appear in person or
proxy at the shareholder meeting and material interest, if any, in the matter
being proposed. Shareholder nominations for persons to be elected as directors
must include the name and address of the shareholder making the nomination, a
representation that the shareholder owns shares of common stock entitled to vote
at the shareholder meeting, a description of all arrangements between the
shareholder and each nominee and any other persons relating to the nomination,
the information about the nominees required by the Exchange Act of 1934 and a
consent to nomination of the person nominated.
Shareholder proposals or nominations should be addressed to Stacie Wilf,
Corporate Secretary, ParkerVision, Inc., 8493 Baymeadows Way, Jacksonville,
Florida 32256.
Discretionary Voting of Proxies on Other Matters
We do not now intend to bring before the annual meeting any matters other
than those specified in the Notice of the Annual Meeting, and we do not know of
any business which persons other than the board of directors intend to present
at the annual meeting. Should any business requiring a vote of the shareholders,
which is not specified in the notice, properly come before the annual meeting,
the persons named in the accompanying proxy intend to vote the shares
represented by them in accordance with their best judgment.
By Order of the Board of Directors
Stacie Wilf
Secretary
Jacksonville, Florida
June 27, 2005
19
2005 Proxy Card
P R O X Y
ParkerVision, Inc. - Proxy
Solicited By The Board Of Directors
for Annual Meeting To Be Held on August 9, 2005
The undersigned Shareholder(s) of ParkerVision, Inc., a Florida
corporation ("Company"), hereby appoints Jeffrey L. Parker and Todd Parker, or
either of them, with full power of substitution and to act without the other, as
the agents, attorneys and proxies of the undersigned, to vote the shares
standing in the name of the undersigned at the Annual Meeting of Shareholders of
the Company to be held on August 9, 2005 and at all adjournments thereof. This
proxy will be voted in accordance with the instructions given below. If no
instructions are given, this proxy will be voted FOR all of the following
proposals.
1. Election of the following Directors:
FOR all nominees listed below except AGAINST all nominees
as marked to the contrary below |_| listed below |_|
Jeffrey L. Parker, Todd Parker, David F. Sorrells, William A. Hightower,
Richard A. Kashnow, William L. Sammons, Nam P. Suh,
Papken S. der Torossian and John Metcalf
INSTRUCTIONS: To vote AGAINST any individual nominee, write that nominee's
name in the space below.
__________________________________________________________________________
2. In their discretion, the proxies are authorized to vote upon such other
business as may come before the meeting or any adjournment thereof.
FOR |_| AGAINST |_| ABSTAIN |_|
|_| I plan on attending the Annual Meeting.
Date: ________________________________, 2005
____________________________________________
Signature
____________________________________________
Signature if held jointly
Please sign exactly as name appears above.
When shares are held by joint tenants, both
should sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as such. If
a corporation, please sign in full corporate
name by President or other authorized
officer. If a partnership, please sign in
partnership name by authorized person.
20