camp-8k_20200729.htm

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))

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).

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. ☐

CalAmp Corp. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) on July 29, 2020. As of the record date for the Annual Meeting, June 1, 2020, there were 34,361,780 shares of common stock issued, outstanding and entitled to vote at the Annual Meeting.

At the Annual Meeting, eight directors stood for reelection to a one-year term expiring at the Annual Meeting. Under Proposal 1, all eight of the director nominees were reelected 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
A.J. "Bert" Moyer		21,473,753		688,760		893,898		6,856,051
Scott Arnold		22,178,438		226,383		651,590		6,856,051
Jason Cohenour		21,552,118		852,853		651,440		6,856,051
Jeffery Gardner		22,729,544		231,112		95,755		6,856,051
Amal Johnson		22,469,481		549,393		37,537		6,856,051
Roxanne Oulman		22,156,535		253,223		646,653		6,856,051
Jorge Titinger		21,942,412		465,642		648,357		6,856,051
Larry Wolfe		21,664,393		500,581		891,437		6,856,051

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 selection of Deloitte and Touche, LLP as the Company’s independent registered public accounting firm for fiscal 2021

29,423,804

345,751

142,907

N/A

Proposal 3

For

Against

Abstain

Broker Non-Votes

Advisory vote on executive compensation (“Say-on-Pay”)

21,464,759

629,034

962,618

6,856,051

Proposal 4

For

Against

Abstain

Broker Non-Votes

Approve amendment and restatement of the Company’s 2004 Incentive Stock Plan (the “Plan”) to (i) increase the number of shares of common stock that can be issued thereunder by 1,500,000 shares, and (ii) adopt stockholder-favorable changes to the Plan

21,437,646

589,845

1,028,920

6,856,051

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.



	July 30, 2020	By: /s/ Kurtis Binder
Date		Kurtis Binder
		Executive Vice President and CFO
		(Principal Financial Officer)

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


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

Date of Report (Date of earliest event reported):	July 29, 2020

Exact Name of Registrant as Specified in Its Charter:	CALAMP CORP.