UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
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:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On July 26, 2023, CalAmp Corp. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the CalAmp Corp. Amended and Restated 2004 Incentive Stock Plan (the “Amended Plan”). The Amended Plan was adopted by the Company’s Board of Directors (the “Board”) on June 13, 2023.
The Amended Plan amends and restates the Company’s existing CalAmp Corp. Amended and Restated 2004 Incentive Stock Plan, as amended (the “Plan”) and makes the following material changes to the Plan:
The Amended Plan, other than the Share Reserve Increase, the increased Individual Employee Limit, and the Term Extension became effective on the date the Board adopted the Amended Plan. The Share Reserve Increase, the increased Individual Employee Limit and the Term Extension became effective upon stockholder approval on the date of the Annual Meeting on July 26, 2023.
The terms and conditions of the Amended Plan are described in the section entitled “Proposal 4 – Approval of the CalAmp Corp. Amended and Restated 2004 Incentive Stock Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 14, 2023 (the “Proxy Statement”). The foregoing description of the Amended Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Annual Meeting, the Company's stockholders approved an amendment (the "Amendment") to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to increase the number of authorized shares of the Company's common stock, par value $0.01 per share, from 80,000,000 shares to 180,000,000 shares, as described in the Proxy Statement.
The Company's Board of Directors previously approved the Amendment and, on July 27 , 2023, the Company filed the Certificate of Amendment to the Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware to effect the Amendment, which became effective upon filing with the Secretary of State.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed herewith as Exhibit 3.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
As of the record date for the Annual Meeting, June 1, 2023, there were 37,536,574 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 2023 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 |
|
||||
Scott Arnold |
|
|
20,709,273 |
|
|
|
3,941,978 |
|
|
|
57,750 |
|
|
|
7,223,738 |
|
Jason Cohenour |
|
|
20,242,575 |
|
|
|
4,419,975 |
|
|
|
46,451 |
|
|
|
7,223,738 |
|
Wesley Cummins |
|
|
12,255,526 |
|
|
|
12,391,402 |
|
|
|
62,073 |
|
|
|
7,223,738 |
|
Jeffery Gardner |
|
|
20,576,367 |
|
|
|
4,089,505 |
|
|
|
43,129 |
|
|
|
7,223,738 |
|
Henry Maier |
|
|
19,714,298 |
|
|
|
4,940,252 |
|
|
|
54,451 |
|
|
|
7,223,738 |
|
Roxanne Oulman |
|
|
21,520,194 |
|
|
|
3,143,863 |
|
|
|
44,944 |
|
|
|
7,223,738 |
|
Jorge Titinger |
|
|
19,531,258 |
|
|
|
5,137,958 |
|
|
|
39,785 |
|
|
|
7,223,738 |
|
Kirsten Wolberg |
|
|
20,637,306 |
|
|
|
4,013,251 |
|
|
|
58,444 |
|
|
|
7,223,738 |
|
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 29, 2024 |
|
|
30,857,158 |
|
|
|
659,915 |
|
|
|
415,666 |
|
|
|
- |
|
Proposal 3 |
|
For |
|
|
Against |
|
|
Abstain |
|
|
Broker Non-Votes |
|
||||
Approve, on an advisory basis, the executive compensation described in the proxy statement (“Say-on-Pay”) |
|
|
20,924,497 |
|
|
|
3,726,266 |
|
|
|
58,238 |
|
|
|
7,223,738 |
|
Proposal 4 |
|
For |
|
|
Against |
|
|
Abstain |
|
|
Broker Non-Votes |
|
||||
Approve the amendment to 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 1,748,000 shares to a total of 14,598,000 shares, (2) increase the number of shares that may be granted to any employee during any fiscal year by 200,000 shares to 500,000 shares, and (3) extends the right to grant awards under the plan through June 1, 2033 |
|
|
21,101,961 |
|
|
|
3,584,770 |
|
|
|
22,270 |
|
|
|
7,223,738 |
|
Proposal 5 |
|
For |
|
|
Against |
|
|
Abstain |
|
|
Broker Non-Votes |
|
||||
Approve the amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock by 100,000,000 shares to 180,000,000 shares. |
|
|
19,017,398 |
|
|
|
12,873,963 |
|
|
|
41,378 |
|
|
|
- |
|
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
3.1 |
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of CalAmp Corp. |
10.1 |
|
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
|
|
|
CALAMP CORP. |
|
|
|
|
Date: |
July 28, 2023 |
By: |
/s/ Jikun Kim |
|
|
|
Jikun Kim |