Form 8-K - Current report

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 26, 2023

CalAmp Corp.

(Exact name of Registrant as Specified in Its Charter)


Delaware	0-12182	95-3647070
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15635 Alton Parkway Suite 250
Irvine, California		92618
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (949) 600-5600

Not applicable

(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:

☐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 240.14a-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 5.02. 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:

(i)

Increases the number of shares of common stock available by 1,748,000 shares (the “Share Reserve Increase”) to an aggregate of 14,598,000 shares, and therefore increases the number of shares which may be granted as incentive stock options under the Amended Plan, by 1,748,000 shares to an aggregate of 14,598,000 shares;

(ii)

Increases the number of shares that may be granted to any employee during any fiscal year of the Company by 200,000 shares to 500,000 shares (the “Individual Employee Limit”);

(iii)

Removes the Plan’s “full value” award limit, which limited the number of “full value” awards (i.e., awards other than stock options and stock appreciation rights) that could be granted under the Plan to awards covering 5,550,000 shares (notwithstanding the Plan’s aggregate share limit). Under the Amended Plan, the number of shares pursuant to full value awards granted on or after the effective date of the Amended Plan may be granted up to the maximum number of shares available under the Amended Plan;

(iv)

Removes “liberal share-counting” provisions, such that shares tendered or withheld to satisfy the tax withholding obligations associated with an award will not be added back into the Amended Plan’s share reserve;

(v)

Amends the definition of eligible consultants to include any individual or entity that qualifies as a consultant under the Form S-8 rules;

(vi)

Clarifies the application of the minimum vesting provision; and

(vii)

Extends the right to grant awards under the Amended Plan through June 1, 2033 (the “Term Extension”).

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	CalAmp Corp. Amended and Restated 2004 Incentive Stock Plan (incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement on Schedule 14A for the Company’s Annual Stockholder Meeting held on July 26, 2023).
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 Senior Vice President and CFO (Principal Financial Officer)

Exhibit 3.1

CERTIFICATE OF AMENDMENT

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

CALAMP CORP.

CalAmp Corp. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:

1. The name of the Corporation is CalAmp Corp. The original Certificate of Incorporation of CalAmp Corp. was filed with the Secretary of State of Delaware on September 8, 1987. The Certificate of Incorporation was subsequently amended and restated on September 19, 1996, July 30, 2004 and August 30, 2012.

2. That the Board of Directors of said Corporation duly adopted resolutions setting forth a proposed amendment of the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate”), declaring said amendment to be advisable and directing its officers to submit said amendment to the stockholders of the Corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

THEREFORE, BE IT RESOLVED, that the first paragraph of Article IV of the Certificate is hereby amended to read in its entirety as follows:

“The Corporation is authorized to issue two classes of capital stock, designated Common Stock and Preferred Stock. The amount of total authorized capital stock of the Corporation is 183,000,000 shares, divided into 180,000,000 shares of Common Stock, par value $0.01 per share, and 3,000,000 shares of Preferred Stock, par value $0.01 per share.”

3. This Certificate of Amendment was duly adopted in accordance with Section 242 of the DGCL. On May 22, 2023, the Board of Directors of the Corporation duly adopted resolutions setting forth and declaring advisable this Certificate of Amendment and directed that such amendment be considered by the stockholders of the Corporation. An annual meeting of stockholders was duly called upon notice in accordance with Section 222 of the DGCL and held on July 26, 2023, at which meeting the necessary number of shares of the Corporation’s common stock were voted in favor of such amendment. The stockholders of the Corporation duly adopted this Certificate of Amendment.

4. This Certificate of Amendment shall become effective upon filing with the Secretary of Statement of the State of Delaware.

IN WITNESS WHEREOF, this Certificate of Amendment of Restated Certificate of Incorporation has been executed as of this 26th day of July, 2023.

CalAmp Corp.
A Delaware corporation

By: 	 /s/ Richard Scott

Name:	 Richard Scott

Title:	Chief Legal Officer

Exhibit 3.1

Document And Entity Information	Jul. 26, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Current Fiscal Year End Date	--02-28
Document Period End Date	Jul. 26, 2023
Entity Registrant Name	CalAmp Corp.
Entity Central Index Key	0000730255
Entity Emerging Growth Company	false
Securities Act File Number	0-12182
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	95-3647070
Entity Address, Address Line One	15635 Alton Parkway
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92618
City Area Code	(949)
Local Phone Number	600-5600
Entity Information, Former Legal or Registered Name	Not applicable
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.01 per share
Trading Symbol	CAMP
Security Exchange Name	NASDAQ