CAMP CalAmp Corp

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Notice of Special Meeting of Stockholders

The enclosed proxy is solicited by the Board of Directors (“Board”) of CalAmp Corp. (“CalAmp” or the “Company”) for a Special Meeting of Stockholders (the “Special Meeting”) to be held at 10:00 a.m., Pacific Time, on Thursday, January 25, 2024, and any postponement, continuation, or adjournment thereof. We will conduct a virtual online Special Meeting, so our stockholders can participate from any geographic location with Internet connectivity. We believe this is an important step to enhancing accessibility to our Special Meeting for all of our stockholders and reducing the carbon footprint of our activities. Stockholders may view a live webcast of the Special Meeting at www.virtualshareholdermeeting.com/CAMP2024SM and may submit questions during the Special Meeting. Our principal offices are located at 15635 Alton Parkway, Suite 250, Irvine, California 92618. This Proxy Statement is first being made available to our stockholders on or about [•], 2023.

Only holders of record of our common stock, par value $0.01 per share (“common stock”), at the close of business on November 30, 2023, the record date, will be entitled to notice of, and to vote at, the Special Meeting. On that date, we had [•] shares of common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote for each item to be voted on at the Special Meeting. A quorum, which is a majority of our outstanding shares as of the Record Date, must be present in person or by proxy in order to hold the Special Meeting and to conduct business. Abstentions and broker non-votes will be included in determining the presence of a quorum for the Special Meeting.

The Proxy Statement and other proxy materials are available at www.proxyvote.com. At this website you will find a complete set of the following proxy materials: Notice of Special Meeting of Stockholders; Proxy Statement; and form proxy card. This site does not use “cookies” or other tracking software that identifies visitors accessing the web site.

You are encouraged to access and review all of the important information contained in the proxy materials before submitting a proxy or voting.

You are being asked to vote on two proposals:

Pursuant to the Amended and Restated Bylaws of the Company, business transacted at a special meeting of stockholders is limited to the purposes stated in the notice of the meeting.

Shares that are properly voted via the Internet, mobile device, or by telephone or for which proxy cards are properly executed and returned will be voted at the Special Meeting in accordance with the directions given.

If you are a stockholder of record and submit a signed proxy card or submit your proxy by telephone or Internet and do not specify how you want your shares voted, the proxy holder will vote your shares in accordance with the Board’s recommendations as follows:

“FOR” the Reverse Stock Split; and

“FOR” the Adjournment Proposal.

We encourage you to cast your vote! You may vote by one of the following methods:

When you submit your vote via proxy over the Internet or by telephone, your vote is recorded immediately. To vote by either of these methods, read this Proxy Statement, have your proxy card, or voting instruction form in hand, which contain your control number, and follow the instructions for your preferred method of voting. We encourage you to submit your proxies using these methods whenever possible. Each of these voting methods is available 24 hours per day, seven days per week. The Internet and telephone voting facilities will close at 11:59 p.m., Eastern Time, on January 24, 2024. If you submit a proxy via the Internet or by telephone, please do not return your proxy card by mail, unless you want to change your prior vote.

The manner in which your shares may be voted depends on how your shares are held. If you own shares of record, meaning that your shares are represented by certificates or book entries in your name so that you appear as a stockholder on the records of American Stock Transfer & Trust Company, LLC, our stock transfer agent, you may

vote by proxy, meaning you authorize individuals named in the proxy card to vote your shares. You may provide this authorization by voting via the Internet, by telephone, or (if you have received paper copies of our proxy materials) by completing and returning a proxy card. You also may participate in and vote during the Special Meeting. If you own common stock of record and you do not submit your proxy or vote at the Special Meeting, your shares will not be voted.

If you own shares in street name, meaning that your shares are held by a bank, brokerage firm, or other nominee, then the bank, brokerage firm or other nominee is considered to be the stockholder of record with respect to those shares. However, you are still considered to be the beneficial owner of those shares, and your shares are said to be held in “street name.” Street name holders generally cannot submit a proxy or vote their shares directly and instead the bank, brokerage firm, or other nominee sends a voting instruction form to the beneficial owner. Generally this form enables you to provide your voting instructions to the brokerage firm, bank or other nominee via the Internet, by telephone, or by returning the voting instruction form. You also may participate in and vote during the Special Meeting through the virtual portal.

If you own common stock in street name and do not either provide voting instructions or vote during the Special Meeting, the institution that holds your shares has discretionary authority to vote your shares on proposals that are considered routine. A “broker non-vote” occurs when a brokerage firm, bank or other nominee holding shares for a beneficial owner has not received voting instructions from the beneficial owner and does not have discretionary authority to vote the shares. We understand that the proposal to authorize the Board to amend the Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split and the Adjournment Proposal will be considered “routine” by the New York Stock Exchange (the “NYSE”), which regulates uninstructed voting by brokers, and, accordingly, we believe that your broker may vote your shares on such proposals without instructions from you. Nevertheless, whether a proposal is “routine” or “non-routine” remains subject to the final determination of the NYSE. So it is very important that you instruct your broker or bank how to vote your shares.

You may revoke a previously submitted proxy at any time before it is voted at the Special Meeting. If you submit a later-dated proxy, your previously submitted proxy will be revoked and your last vote counts.

If you are a stockholder of record, in order to revoke a proxy, you must do one of the following prior to the taking of the vote at the Special Meeting:

A beneficial owner holding their shares in street name may revoke or change voting instructions by contacting the bank, brokerage firm, or other nominee holding the shares or by participating in and voting during the Special Meeting.

All shares that have been properly voted by proxy without timely revocation will be voted at the Special Meeting.

The Special Meeting will be accessible only through the Internet. We are conducting a virtual online Special Meeting so our stockholders can participate from any geographic location with Internet connectivity. We believe this is an important step to enhancing accessibility to our Special Meeting for all of our stockholders and enhancing our ESG efforts by reducing the carbon footprint of our activities. We have worked to offer the same participation opportunities as were provided at the in-person portion of our past meetings, while providing an online experience available to all stockholders regardless of their location. The accompanying proxy materials include instructions on how to participate in the meeting and how you may vote your shares.

You are entitled to participate in the Special Meeting if you were a stockholder as of the close of business on November 30, 2023, the record date, or hold a valid proxy for the meeting. To participate in the Special Meeting, including to vote during the meeting, you must access the meeting website at www.virtualshareholdermeeting.com/CAMP2024SM and enter the control number found on the Notice of Internet Availability of Proxy Materials or on the proxy card or voting instruction form provided to you.

Regardless of whether you plan to participate in the Special Meeting, it is important that your shares be represented and voted at the Special Meeting. Accordingly, we encourage you to log on to www.proxyvote.com and vote in advance of the Special Meeting.

Stockholders may submit relevant questions for the Special Meeting through www.virtualshareholdermeeting.com/CAMP2024SM. We will respond to questions during the Special Meeting as time permits, provided that they are relevant and applicable to the Special Meeting. Additional information regarding the rules and procedures for participating in the Special Meeting will be set forth in our meeting rules of conduct, which stockholders can view during the meeting at the meeting website or during the ten days prior to the meeting at www.proxyvote.com.

Your vote is very important. Regardless of whether you plan to virtually attend the Special Meeting or not, we recommend that you vote as soon as possible. You may vote your shares over the Internet or via the toll-free telephone number above. If you received a paper copy of a proxy or voting instruction card by mail, you may submit your proxy or voting instruction card for the Special Meeting by completing, signing, dating and returning your proxy or voting instruction card in the pre-addressed envelope provided. Stockholders of record and beneficial owners will be able to vote their shares electronically at the Special Meeting. For specific instructions on how to vote your shares, please refer to the section entitled Questions and Answers about the Special Meeting and Voting beginning on page [18] of the Proxy Statement.

The Special Meeting will begin promptly at 10:00 a.m., Pacific Time, on Thursday, January 25, 2024. Online check-in will begin at 9:45 a.m., Pacific Time, and you should allow approximately 5 minutes for the online check-in procedures.

Beginning a few minutes before and during the virtual Special Meeting, we will have a support team ready to assist stockholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting login page.

CalAmp is asking stockholders to authorize our Board to amend our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our outstanding shares of common stock, at a reverse stock split ratio in the range of 1-for-10 through 1-for-50, with the exact ratio to be determined by our Board at a later date (the “Reverse Stock Split”). Our Board has approved seeking stockholder authorization for the Board to effect the proposed amendment and recommends that our stockholders adopt and approve the proposal. The following description of the proposed amendment is a summary and is subject to the full text of the proposed amendment, which is attached to this Proxy Statement as Exhibit A.

If stockholders approve this proposal, the Board will cause the Certificate of Amendment to be filed with the Delaware Secretary of State and effect the Reverse Stock Split only if the Board determines that the Reverse Stock Split would be in the best interests of CalAmp and its stockholders at that time. The Reverse Stock Split could become effective as soon as the business day immediately following the Special Meeting. The Board also may determine in its discretion not to effect the Reverse Stock Split and not to file the Certificate of Amendment. If the Reverse Stock Split is approved at the Special Meeting, no further action on the part of stockholders will be required for the Board to either implement or abandon the Reverse Stock Split.

The proposed amendment, if effected, will effect a Reverse Stock Split of the outstanding shares of CalAmp’s common stock at a reverse stock split ratio in the range of 1-for-10 through 1-for-50 (the “Ratio Range”), as determined by our Board at a later date. As of the Record Date, [•] shares of our common stock were issued and outstanding. Based on such number of shares of our common stock issued and outstanding, immediately following the effectiveness of the Reverse Stock Split (and without giving effect to rounding for fractional shares), we will have, depending on the reverse stock split ratio selected by our Board, issued and outstanding shares of common stock as illustrated in the table under the caption “—Effects of the Reverse Stock Split—Effect on Shares of Common Stock.” All holders of CalAmp’s common stock will be affected proportionately by the Reverse Stock Split.

We will not issue any fractional shares as a result of the Reverse Stock Split and in lieu thereof any stockholders that would otherwise be entitled to receive a fractional share will be entitled to have their post-Reverse Stock Split share amount rounded up to the nearest whole share (which we describe below). Each stockholder will hold the same percentage of common stock immediately following the Reverse Stock Split as such stockholder held immediately prior to the Reverse Stock Split other than the nominal effect of the treatment of fractional shares. The par value of our common stock will continue to be $0.01 per share (see “—Effects of the Reverse Stock Split—Reduction in Stated Capital”).

Under the General Corporation Law of the State of Delaware, our stockholders are not entitled to dissenters’ rights or appraisal rights with respect to the Reverse Stock Split described in this proposal, and we will not independently provide our stockholders with any such rights.

No officer or director has any substantial interest, direct or indirect, by security holdings or otherwise, in the Reverse Stock Split that is not shared by all of our other stockholders.

The following discussion is a general summary of certain material U.S. federal income tax consequences of the Reverse Stock Split that may be relevant to holders of our common stock that hold their common stock as a capital asset for U.S. federal income tax purposes (generally, property held for investment). This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder, administrative rulings and judicial decisions as of the date hereof, all of which are subject to change, possibly with retroactive effect. Changes in these authorities, and the interpretation thereof, may result in U.S. federal income tax consequences that differ from those discussed below. We have not sought, and will not seek, an opinion of counsel or a ruling from the Internal Revenue Service (the “IRS”) regarding the U.S. federal income tax consequences of the Reverse Stock Split, and there can be no assurance that the IRS would not challenge any of the consequences summarized below, or that a court would not sustain any such challenge. The following summary does not address any U.S. state or local or any non-U.S. tax consequences, any estate or gift tax consequences, or the Medicare tax on net investment income.

This discussion applies only to holders of our common stock that are U.S. Holders (as defined below) and does not address all aspects of U.S. federal income taxation that may be relevant to U.S. Holders in light of their particular circumstances or to U.S. Holders that may be subject to special tax rules, including: (i) holders subject to the alternative minimum tax; (ii) banks, insurance companies, or other financial institutions; (iii) tax-exempt organizations; (iv) dealers in securities or commodities; (v) regulated investment companies or real estate investment trusts; (vi) partnerships (or other flow-through entities for U.S. federal income tax purposes) and their partners or members; (vii) traders in securities that elect to use a mark-to-market method of accounting; (viii) holders whose “functional currency” is not the U.S. dollar; (ix) persons holding our common stock as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction; (x) persons who acquire shares of our common stock in connection with employment or other performance of services; (xi) retirement plans; (xii) holders who own more than five percent (5%) of our common stock; or (xiii) certain former citizens or long-term residents of the United States.

If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of our common stock, the tax treatment of a U.S. Holder that is a partner in the partnership generally will depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. Partnerships holding our common stock and partners in such partnerships should consult their tax advisors regarding the tax consequences to them of the Reverse Stock Split.

For purposes of the discussion below, a “U.S. Holder” is a beneficial owner of shares of our common stock that for U.S. federal income tax purposes is: (1) an individual citizen or resident of the United States; (2) a corporation (including any entity taxable as a corporation) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; (3) an estate the income of which is subject to U.S. federal income

taxation regardless of its source; or (4) a trust, if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (ii) the trust has a valid election in effect to be treated as a U.S. person.

The Reverse Stock Split is intended to be treated as a “recapitalization” for U.S. federal income tax purposes. Assuming the Reverse Stock Split qualifies as a “recapitalization” for U.S. federal income tax purposes, a U.S. Holder generally should not recognize gain or loss upon the Reverse Stock Split. A U.S. Holder’s aggregate tax basis in the shares of our common stock received pursuant to the Reverse Stock Split should equal the aggregate tax basis of the shares of our common stock surrendered pursuant to the Reverse Stock Split, and such U.S. Holder’s holding period in the shares of our common stock received pursuant to the Reverse Stock Split should include the holding period in the shares of our common stock surrendered pursuant to the Reverse Stock Split. Treasury regulations provide detailed rules for allocating the tax basis and holding period of the shares of our common stock surrendered to the shares of our common stock received pursuant to the Reverse Stock Split. U.S. Holders of shares of our common stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period in such shares.

THE PRECEDING DISCUSSION OF U.S. FEDERAL INCOME TAX CONSEQUENCES IS FOR GENERAL INFORMATION ONLY. IT DOES NOT CONSTITUTE TAX ADVICE. EACH HOLDER OF OUR COMMON STOCK SHOULD CONSULT HIS, HER, OR ITS OWN TAX ADVISOR REGARDING HIS, HER, OR ITS PARTICULAR U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT.

CalAmp is asking its stockholders to approve the postponement or adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies if there are insufficient votes to approve the Reverse Stock Split proposal at the time of the Special Meeting.

Vote Required; Recommendation of the Board

The affirmative vote of a majority of the voting power of the shares of our common stock present in person or represented by proxy at the Special Meeting is required to approve the Adjournment Proposal. Each outstanding share of common stock is entitled to one vote. If you abstain from voting on this matter, your shares will be counted as present and entitled to vote on the matter for purposes of establishing a quorum, and the abstention will have the same effect as a vote against this proposal. We understand that this Adjournment Proposal will be considered “routine” by the NYSE and, accordingly, broker non-votes are not expected on this proposal.

The following table sets forth information regarding the beneficial ownership of our common stock as of November 30, 2023 by (i) each person or entity known by us to own beneficially more than 5% of our common stock, (ii) each director of the Company, (iii) each named executive officer of the Company identified in the Company’s proxy statement for the 2023 Annual Meeting of stockholders and (iv) all directors and executive officers of the Company as a group. We know of no agreements among our stockholders that relate to voting or investment power over our common stock. There were [•] outstanding shares of our common stock on November 30, 2023. The ownership below does not include RSUs deferred by our directors under the Director Deferred Compensation Plan.

A proxy is your legal designation of another person to vote the shares of CalAmp stock that you own. The person you designate is your “proxy,” and you give your proxy authority to vote your shares by submitting the enclosed proxy card or voting by telephone or over the Internet. We have designated Jason Cohenour and Henry Maier to serve as proxies for the Special Meeting.

Our Board is providing these proxy materials to you in connection with the solicitation of proxies for use at a Special Meeting to be held virtually over the Internet via live audio webcast on Thursday, January 25, 2024, at www.virtualshareholdermeeting.com/CAMP2024SM at 10:00 a.m., Pacific Time, and at any adjournment, continuation or postponement thereof, for the purpose of considering and acting upon the matters set forth herein.

We intend to post this Proxy Statement and accompanying proxy card on the Internet at https://investor.calamp.com, and mail the Notice of Internet Availability of Proxy Materials, on or about [•], 2023. We will mail printed copies of the proxy materials to stockholders who request them.

We are acting under an SEC rule that allows companies to furnish their proxy materials over the Internet rather than in paper form. This rule allows a company to send its stockholders a notice regarding Internet availability of proxy materials. Instructions on how to access the proxy materials over the Internet or how to request a paper copy of proxy materials may be found in the Notice. If you would prefer to receive proxy materials in printed form by mail or electronically by email on an ongoing basis, please follow the instructions contained in the Notice.

Your vote is very important. Even if you plan to attend the virtual Special Meeting, we recommend that you submit your vote prior to the Special Meeting, so that your vote will be counted if you later decide not to attend the Special Meeting. You may vote your shares by one of several means, as described below:

The Special Meeting will be held virtually over the Internet via live audio webcast on Thursday, January 25, 2024, at www.virtualshareholdermeeting.com/CAMP2024SM at 10:00 a.m., Pacific Time.

Holders of our common stock at the close of business on the Record Date of November 30, 2023 will be entitled to notice of and to vote at the Special Meeting or any adjournment, continuation, or postponement thereof.

The Board recommends a vote:

You will have one vote for each share of our common stock that you owned at the close of business on the Record Date, held directly in your name as the stockholder of record or held for you as the beneficial owner through a broker or bank.

We had [•] shares of our common stock outstanding and entitled to vote on the Record Date.

A quorum, which is a majority of our outstanding shares as of the Record Date, must be present in person or by proxy in order to hold the Special Meeting and to conduct business. Abstentions and broker non-votes are counted for the purpose of determining the presence or absence of a quorum. Your shares will be counted as being present at the meeting if you attend the Special Meeting or if you properly submit your proxy via the Internet, by telephone or by proxy card.

If a quorum is not present at the Special Meeting, the Special Meeting may be adjourned. The time and place of any adjourned meeting will be announced at the time the adjournment is taken, and no other notice will be given, unless the adjournment is for more than 30 days, or if after the adjournment a new record date is set for the adjourned meeting.

Stockholders of Record – If you are a stockholder of record and you do not return your proxy (by mail, over the Internet or by phone), no votes will be cast on your behalf on any of the items of business at the Special Meeting. It is critical that you return your proxy (by mail, over the Internet or by phone) if you want your vote to count.

Beneficial Owner – If you own common stock in street name and do not either provide voting instructions or vote during the Special Meeting, the institution that holds your shares has discretionary authority to vote your shares on proposals that are considered routine. A “broker non-vote” occurs when a brokerage firm, bank or other nominee holding shares for a beneficial owner has not received voting instructions from the beneficial owner and does not have discretionary authority to vote the shares. We understand the proposal to authorize the Board to amend the Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split and the Adjournment Proposal will be considered “routine” by the NYSE and, accordingly, we believe that your broker

may vote your shares on such proposals without instructions from you. Nevertheless, whether a proposal is “routine” or “non-routine” remains subject to the final determination of the NYSE. So it is very important that you instruct your broker or bank how to vote your shares.

Regardless of how you hold your shares, please return your proxy or vote via the Internet or phone, or instruct your broker how to vote – your vote matters! If you wish to vote by mail please ensure you use the proxy card provided with the Proxy Statement.

The names of stockholders of record entitled to vote at the Special Meeting will be available for review by any stockholder for any purpose related to the Special Meeting for 10 days prior to the meeting at our principal executive offices at 15635 Alton Parkway, Suite 250, Irvine, California 92618. If you wish to review the list of stockholders prior to the Special Meeting, please contact our Corporate Secretary to make arrangements. Our telephone number is (949) 600-5600.

No, stockholders may not use cumulative voting because our current Amended and Restated Certificate of Incorporation does not provide for this.

Pursuant to the Amended and Restated Bylaws of the Company, business transacted at a special meeting of stockholders is limited to the purposes stated in the notice of the meeting. Our Board is not aware of any matter to be presented for action at the Special Meeting other than the matters referred to above and does not intend to bring any other matters before the Special Meeting.

We will bear the entire cost of this proxy solicitation, including the preparation, assembly, printing and mailing of proxy materials. We may also reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses associated with forwarding these proxy materials to you. Proxies may also be solicited by certain of our directors, officers and other employees, without additional compensation, personally or by other means.

Broadridge Financial Solutions will tabulate the proxies and will provide us with the preliminary results of the voting on the day of the Special Meeting.

Our website contains our Code of Business Conduct and Ethics (the “Code of Business Conduct”), charters of our Board committees and SEC filings, including Section 16 filings by our officers and directors. To view these materials, go to www.calamp.com . For the Code of Business Conduct and charters, from the home page click on the “Company” tab, then click on “Corporate Governance.” For SEC filings, from the home page click on the “Company” tab, then the “Investor Relations” tab, and then the “SEC Filings” tab.

We have engaged Broadridge Financial Solutions to serve as the vote tabulator for our Special Meeting. Preliminary voting results will be announced at the Special Meeting, and final voting results will be published in a Current Report on Form 8-K, which we will file with the SEC within four business days of our Special Meeting.

Stockholders of record may contact our transfer agent, American Stock Transfer, by calling (718) 921-8288 or by writing to American Stock Transfer, attention Paula Caroppoli, 6201 15th Avenue, Brooklyn, New York 11219, or visit their website at www.astfinancial.com to obtain more information about these matters. Beneficial owners who hold their shares in street name should contact their broker, bank or other nominee who holds their shares.

If you require assistance or have any questions regarding the proxy statement, please email IR@calamp.com.

Please note that this Proxy Statement and the accompanying materials contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding future events and CalAmp’s future results of operations, financial position, business strategy and future plans. Forward-looking statements are not guarantees of future performance, and you are cautioned not to place undue reliance on such statements. In some cases, you can identify forward looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “going to,” “can,” “could,” “should,” “would,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “outlook,” “forecast,” “guidance,” “objective,” “plan,” “seek,” “grow,” “target,” “if,” “continue,” or the negative of these words or other similar terms or expressions that concern CalAmp’s expectations, strategy, priorities, plans or intentions. These statements are subject to known and unknown risks, uncertainties and other factors that may cause CalAmp’s actual results, levels of activity, performance or achievements to differ materially from results expressed or implied in this Proxy Statement and the accompanying materials. Additional information concerning these and other risk factors is contained in CalAmp’s latest Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 28, 2023, including the Risk Factors section therein, in CalAmp’s Quarterly Report on Form 10-Q filed with the SEC on October 10, 2023, including the Risk Factors section therein, and in its other filings with the SEC. The forward-looking statements included in this Proxy Statement and the accompanying materials are made as of the date hereof. Except as required by law, CalAmp undertakes no obligation to update any of these forward-looking statements after the date of this Proxy Statement or to conform these statements to actual results or revised expectations.

Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at the next annual meeting of our stockholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. In order to be included in the proxy statement for the 2024 annual meeting of stockholders, stockholder proposals must be received by our Corporate Secretary no later than February 15, 2024 and must otherwise comply with the requirements of Rule 14a-8 of the Exchange Act.

Our Amended and Restated Bylaws also establish an advance notice procedure with regard to director nominations and stockholder proposals that are not submitted for inclusion in the proxy statement but that a stockholder instead wishes to present directly at an annual meeting. Under our Amended and Restated Bylaws, notice of such nomination or stockholder proposal for the 2024 annual meeting of stockholders must be delivered to the Corporate Secretary at the above address not earlier than the close of business (as defined in the Amended and Restated Bylaws) on March 28, 2024, and not later than the close of business on April 27, 2024. If the date of the annual meeting is more than 30 days before or more than 30 days after the anniversary of our annual meeting for the prior year, then the notice of a nomination or stockholder proposal must be delivered no earlier than the close of business on the 120th day prior to the meeting and not later than the close of business on the later of the 90th day prior to the meeting or the 10th day after we first make a public announcement of the meeting date.

All nominations and stockholder proposals submitted under our Amended and Restated Bylaws must comply with the requirements of the Amended and Restated Bylaws. If any proposed business or nomination is not properly made in compliance with our Amended and Restated Bylaws, the presiding officer of the annual meeting may declare that such business shall not be transacted or that the defective nomination shall be disregarded and any ballots cast for the candidate in question (but in the case of any form of ballot listing other qualified nominees, only the ballots cast for the nominee in question) shall be void and of no force or effect.

In addition, stockholders who intend to solicit proxies in support of director nominees other than the company’s nominees must also comply with the additional requirements of Rule 14a-19(b). Any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which has been reserved for the exclusive use by the Board under our Amended and Restated Bylaws. We intend to file a Proxy Statement and WHITE proxy card with the SEC in connection with our solicitation of proxies for our 2024 annual meeting of stockholders.

The interest and cooperation of all stockholders in the affairs of CalAmp are considered to be of the greatest importance by our management team. Whether or not you plan to attend the Special Meeting, it is requested that, whether your share holdings are large or small, you promptly authorize a proxy to vote your shares via the Internet, by telephone or by mail.

Exhibit A

SECOND CERTIFICATE OF AMENDMENT

OF THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

CALAMP CORP.

CalAmp Corp.