8-K

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): May 28, 2019

CALAMP CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

0-12182
  (Commission
file number) 95-3647070
  (IRS Employer
Identification Number)

15635 Alton Parkway, Suite 250, Irvine, CA 92618
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (949) 600-5600

N/A
(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	Name of each exchange on which registered
Common stock, par value $.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 Arrangements of Certain Officers.

On May 28, 2019, Ms. Kimberly Alexy, a member of the Board of Directors (the “Board”) of CalAmp Corp. (the “Company”), notified the Company that she will not stand for re-election to the Company’s Board at the Company’s next annual meeting of stockholders to be held on July 24, 2019. Ms. Alexy will continue to serve as a director until such meeting. Her decision to not stand for re-election to the Board is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or procedures, or any disagreements in respect of accounting principles, financial statement disclosure, or otherwise. On June 1, 2019, the Board of the Company increased the size of the Board from eight directors to ten directors and appointed Jason Cohenour and Scott Arnold to the Board to fill the resulting vacancies, each effective June 1, 2019. Messrs. Cohenour and Arnold were not appointed pursuant to any arrangement or understanding between them and any other persons. Messrs. Cohenour and Arnold will be eligible to participate in the Company’s non-employee director compensation programs as described in the Company’s proxy statement filed with the Securities and Exchange Commission on June 14, 2018. Messrs. Cohenour and Arnold will each receive: (a) a prorated annual grant of restricted stock units with a grant date fair value of approximately $19,000, which reflects the actual time each director will serve on the Board through the 2019 annual meeting of stockholders, vesting on the twelve-month anniversary of the date of grant, subject to continued service, and (b) a new-appointment grant of restricted stock units with a grant date fair value of $128,000, vesting on the thirty-six-month anniversary of the date of grant, subject to continued service. A copy of the press release announcing Messrs. Cohenour’s and Arnold’s appointments to the Board and Ms. Alexy’s decision not to stand for re-election is attached as Exhibit 99.1.

Item 9.01	Financial Statements and Exhibits.
	(d) Exhibits.

99.1 Press release of the Company dated June 3, 2019.

SIGNATURE

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

CALAMP CORP.
By:	/s/ Kurtis Binder Kurtis Binder Executive Vice President and Chief Financial Officer

Dated: June 3, 2019

EX-99.1

Exhibit 99.1

NEWS BULLETIN

CalAmp Appoints Scott Arnold and Jason Cohenour to the Board of Directors

New appointments align with CalAmp’s business focus on Software-as-a-Service and Internet of Things

Kimberly Alexy to step down from Board after 11 years

IRVINE, CA – June 3, 2019 – CalAmp (Nasdaq: CAMP), a technology solutions pioneer transforming the global connected economy, today announced the addition of two new members to its board of directors:  Scott Arnold and Jason Cohenour, industry experts in Software-as-a-Service (SaaS) and Internet of Things (IoT), respectively.

“I am delighted to welcome Scott and Jason to CalAmp’s Board of Directors,” said A.J. “Bert” Moyer, CalAmp’s Chairman of the Board. “CalAmp has recently increased its international footprint through strategic acquisitions and accelerated its transformation to SaaS-based recurring revenue. These two new directors align perfectly with our strategy. Scott and Jason will bring fresh insights and perspectives as well as unique technology expertise that will help us drive continued profitable growth in the years ahead.”

“CalAmp’s vision for a global connected economy that links and manages complex IoT deployments through the CalAmp Telematics Cloud platform is exciting and represents a strategic customer mandate in many vertical markets. CalAmp is well positioned for growth and I’m thrilled to be at the table,” said Scott Arnold, current President of Shutterfly Enterprise (a subsidiary of Shutterfly, Inc. (Nasdaq: SFLY)).

Arnold also sits on the Board of Visitors at Duke University’s Pratt School of Engineering, and was previously the President and CEO at AppSense and a partner in McKinsey’s Silicon Valley office. He joins CalAmp’s board bringing an extensive background in SaaS and enterprise software, along with a passion for optimizing customer experiences and driving product innovation.

Jason Cohenour joins the CalAmp board with many years of international M&A, operations, marketing, and sales experience. In a prior role, he served as President, CEO, and Director at Sierra Wireless (Nasdaq: SWIR), where he led the company through a multi-year transformation from a mobile computing pure play to the global leader in intelligent wireless solutions for the IoT.

“I am thrilled to join the Board of Directors of CalAmp,” said Cohenour. “As an established technology solutions pioneer who is scaling their SaaS business, the company is well positioned to lead transformation in the global connected economy. I look forward to supporting the CalAmp team as they pursue their growth and value creation goals.”

With the additions of Arnold and Cohenour, Kimberly Alexy will step down from the CalAmp board after 11 years at the end of her term on July 24, 2019.

“While I will miss working with the management team and my fellow board members, I am excited to welcome our newest additions, Scott and Jason,” said Alexy. “CalAmp has been committed to board refreshment and adding increased SaaS and contemporary operating expertise. With three strong additions to the board in the past 12 months, I feel my time has come to step down. I wish the entire CalAmp team great success in the years ahead.”

“CalAmp’s newest board member additions come as a result of our continued momentum and growth. In the past year, the company has expanded its connected vehicle solutions to dynamic markets like construction equipment, consumer telematics, commercial fleets and transportation and logistics,” said Moyer.

“As part of our goal to increase our global footprint, we’ve recently made three acquisitions with the additions of LoJack Mexico, Synovia Solutions and Tracker UK,” said Michael Burdiek, President & CEO of CalAmp. “These acquisitions are a stepping stone for CalAmp, marking an anticipated boost to the company’s recurring revenue from SaaS services to over $30 million a quarter by the second half of the current fiscal year.”

About CalAmp

CalAmp (Nasdaq: CAMP) is a technology solutions pioneer transforming the global connected economy. We help reinvent businesses and improve lives around the globe with technology solutions that streamline complex IoT deployments and bring intelligence to the edge. Our software applications, scalable cloud services, and intelligent devices collect and assess business-critical data from mobile assets, cargo, companies, cities and people. We call this The New How, powering autonomous IoT interaction, facilitating efficient decision making, optimizing resource utilization, and improving road safety. CalAmp is headquartered in Irvine, California and has been publicly traded since 1983. For more information, visit calamp.com, or LinkedIn, Facebook, Twitter, YouTube or CalAmp Blog.

CalAmp and the CalAmp logo are among the trademarks of CalAmp and/or its affiliates in the United States, certain other countries, and/or the EU. Any other trademarks or trade names mentioned are the property of their respective owners.

CalAmp Media Contact:	CalAmp Investor Contact:
Angela Baldwin	Leanne K. Sievers
Merritt Group	Shelton Group
650.270.3082	949.224.3874
baldwin@merrittgrp.com	lsievers@sheltongroup.com