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Form 8-K CalAmp Corp. For: Jul 28

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August 2, 2021 5:30 PM EDT
camp-8k_20210728.htm
false 0000730255 0000730255 2021-07-28 2021-07-28

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

Date of Report (Date of earliest event reported):

July 28, 2021

 

 

 

 

Exact Name of Registrant as Specified in Its Charter:

CALAMP CORP.

 

 

 

Delaware

 

0-12182

 

95-3647070

State or Other Jurisdiction of

 

Commission

 

I.R.S. Employer

Incorporation or Organization

 

File Number

 

Identification No.

 

 

Address of Principal Executive Offices:

15635 Alton Parkway, Suite 250

 

 

Irvine, CA 92618

 

 

Registrant's Telephone Number, Including Area Code:

(949) 600-5600

 

 

Former Name or Former Address, if Changed Since Last Report:

Not applicable

 

 

 

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:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14.a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common stock, $0.01 per share

 

CAMP

 

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company 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 5.07. Submission of Matters to a Vote of Security Holders.

 

CalAmp Corp. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) on July 28, 2021. As of the record date for the Annual Meeting, June 1, 2021, there were 35,285,117 shares of common stock issued, outstanding and entitled to vote at the Annual Meeting.

At the Annual Meeting, eight directors stood for election to a one-year term expiring at the 2022 Annual Meeting. Under Proposal 1, all eight of the director nominees were elected under the Registrant’s majority voting standard method. The results of the election of directors are summarized as follows:

 

 

For

 

 

Against

 

 

Abstain

 

 

Broker Non-Votes

 

Amal Johnson

 

 

26,011,133

 

 

 

263,426

 

 

 

6,672

 

 

 

4,354,721

 

Jeffery Gardner

 

 

26,090,772

 

 

 

181,117

 

 

 

9,342

 

 

 

4,354,721

 

Scott Arnold

 

 

25,787,647

 

 

 

485,558

 

 

 

8,026

 

 

 

4,354,721

 

Jason Cohenour

 

 

25,963,891

 

 

 

258,993

 

 

 

58,347

 

 

 

4,354,721

 

Henry Maier

 

 

26,111,990

 

 

 

161,544

 

 

 

7,697

 

 

 

4,354,721

 

Roxanne Oulman

 

 

26,088,170

 

 

 

185,855

 

 

 

7,206

 

 

 

4,354,721

 

Jorge Titinger

 

 

25,783,575

 

 

 

490,459

 

 

 

7,197

 

 

 

4,354,721

 

Kirsten Wolberg

 

 

26,106,945

 

 

 

167,210

 

 

 

7,076

 

 

 

4,354,721

 

In addition to the election of directors, the results of voting on other matters at the Annual Meeting are summarized as follows:

 

Proposal 2

 

For

 

 

Against

 

 

Abstain

 

 

Broker Non-Votes

 

Ratify the appointment of Deloitte & Touche, LLP as the Company’s independent auditors for the fiscal year ending February 28, 2022

 

 

30,522,623

 

 

 

106,387

 

 

 

6,942

 

 

N/A

 

Proposal 3

 

For

 

 

Against

 

 

Abstain

 

 

Broker Non-Votes

 

Approve, on an advisory basis, the executive compensation described in the proxy statement (“Say-on-Pay”)

 

 

23,461,202

 

 

 

2,745,234

 

 

 

74,795

 

 

 

4,354,721

 

Proposal 4

 

For

 

 

Against

 

 

Abstain

 

 

Broker Non-Votes

 

Approve the amendment to the Company’s Amended and Restated 2004 Incentive Stock Plan (the “Plan”) to (1) increase the number of shares of common stock available, and thereby increase the number of shares that can be granted as incentive stock options under the Amended Plan, by 750,000 shares to a total of 11,850,000 and (2) increase the limit on the number of shares which may be granted as “full value” stock-based awards under the Amended Plan from 3,800,000 to 4,550,000

 

 

23,327,528

 

 

 

2,886,680

 

 

 

67,023

 

 

 

4,354,721

 

 

 

 

 

 

 

 

                              

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

CALAMP CORP.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

August 2, 2021

 

By: /s/ Kurtis Binder

 

 

Date

 

 

Kurtis Binder

 

 

 

 

 

Executive Vice President and CFO

 

 

 

 

(Principal Financial Officer)

 

 


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