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: May 2, 2022

(Date of Earliest Event Reported)

CALAMP CORP.

(Exact name of registrant as specified in its charter)

Delaware	1-12182	95-3647070
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

15635 Alton Parkway, Suite 250, Irvine, CA 92618

(Address of principal executive offices)

(949) 600-5600

(Registrant’s telephone number, including area code)

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 Exchange on Which Registered
Common Stock, $0.01 Par Value	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 8.01 Other Events

On May 2, 2022, CalAmp Corp. (the “Company”) issued a press release announcing its receipt of notice from 272 Capital Master Fund Ltd., in collaboration with Michael Burdiek and Garo Sarkissian (the “Investor Group”), that the Investor Group has nominated six director candidates to stand for election to the Company’s Board of Directors at the Company’s 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”).  A copy of the press release is attached as Exhibit 99.1 and incorporated herein.

The Company reserves the white proxy card with respect to the 2022 Annual Meeting.

Important Additional Information and Where to Find It

The Company intends to file a proxy statement and WHITE proxy card with the U.S. Securities and Exchange Commission (the “SEC”) with respect to the 2022 Annual Meeting and to mail the definitive proxy statement and the definite form of WHITE proxy card, along with the Company’s 2021 Annual Report on Form 10-K, to each stockholder of record entitled to vote at the 2022 Annual Meeting. THE COMPANY STRONGLY URGES ITS STOCKHOLDERS TO READ ANY SUCH PROXY STATEMENT, THE ACCOMPANYING WHITE PROXY CARD AND OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of these documents, once they are filed, and other documents filed with the SEC on the SEC’s website at http://www.sec.gov. Free copies of the documents filed with the SEC by the Company may also be obtained at the investor relations portion of the Company’s website at https://investor.calamp.com.

Participants in Solicitation

CalAmp Corp. and its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from Company stockholders in connection with the matters to be considered at the 2022 Annual Meeting. Information about the Company’s directors and certain of its executive officers is available in the Company’s public filings filed with the SEC, including its proxy statement for the 2021 Annual Meeting of Shareholders, as filed with the SEC on Schedule 14A on June 21, 2021. Additional information regarding the interests of the directors and executive officers will be set forth in the proxy statement to be filed with the SEC in connection with the 2022 Annual Meeting. Free copies of this document may be obtained as described in the preceding paragraph.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1	Press release of the Registrant, dated May 2, 2022, announcing its receipt of director nominations from 272 Capital Master Fund Ltd.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

Dated: May 2, 2022	CALAMP CORP.
	By:	/s/ Kurtis Binder
		Kurtis Binder
		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

EX-99.1

Exhibit 99.1

CalAmp Discloses Receipt of Director Nominations from

272 Capital Master Fund Ltd.

Investor Group Nominates Majority Slate for Election to the Board of Directors Without Prior Engagement with the Company

CalAmp Highlights Meaningful Progress on Transformation Towards Becoming a Global Software Solutions Provider

Stockholders Are Not Required to Take Any Action at This Time

IRVINE, Calif., May 2, 2022 – CalAmp (Nasdaq: CAMP), a connected intelligence company helping people and organizations improve operational performance with a data-driven solutions ecosystem, today disclosed that it has received notice from 272 Capital Master Fund Ltd., in collaboration with Michael Burdiek and Garo Sarkissian (the “Investor Group”), that it has nominated six director candidates to stand for election to the CalAmp Board of Directors (the “Board”) at the Company’s 2022 Annual Meeting of Stockholders. Mr. Burdiek served as Chief Executive Officer of CalAmp until 2020, and Mr. Sarkissian served as the Company’s Senior Vice President of Corporate Development until 2019.

Over the past two years, CalAmp’s management team, which has been bolstered since the Board chose not to renew Mr. Burdiek’s contract in March 2020, has made meaningful progress executing a comprehensive transformation from a telematics device-based business to a stronger, more versatile software and subscription services company. The Company’s transformation strategy is working and delivering results, as demonstrated by its strong quarterly performance reported on April 28^th. The Company is stronger today and better positioned than it has ever been, with a realistic strategic path toward sustainable and long-term growth and profitability.

Amal Johnson, Chair of the Board of Directors, said, “CalAmp’s Board of Directors and senior leadership team are focused on stockholder value creation. We appreciate and take seriously that our core focus is to deliver for stockholders. Every decision we have made, and every initiative we are undertaking, has been done to advance our transformation and improve the business, increase profitability and deliver value. There is more work to be done, but we have made measurable progress since Jeff Gardner was appointed CEO and began to execute on a well-thought-out, realistic plan to transition the business to a recurring subscription revenue model with a focus on long-term growth and profitability.”

CalAmp has taken decisive steps to grow its subscription-based business and deliver greater, more predictable revenue streams. Among its many recent strategic decisions, the Company has:

• Streamlined its operations, including exiting the low-margin Automotive Vehicle Finance business and selling the LoJack North America business

• Established CEO-led customer success initiatives

• Improved product development processes to introduce new software offerings

• Reclaimed preferred vendor status with its largest customer

• Implemented new measures to improve employee engagement and morale

• Strengthened management team across worldwide operations

• Launched formal transformation project to accelerate transition to software and subscriptions revenue model, and

• Strengthened the Board by adding individuals with deep industry experience and SaaS expertise.

The efforts of CalAmp’s collective team have resulted in:

• Software and Subscription Services (S&SS) revenue increasing 13% sequentially and 19% year-over-year in the fourth quarter of fiscal 2022

• The successful transition to S&SS arrangements of one-fifth of the Company’s eligible telematics device customers, with the expectation to convert the remaining customers throughout fiscal 2023

• S&SS revenues representing a record 60% of total revenues

• Remaining Performance Obligations (RPO) increasing 47% to $200.1 million year-over-year, and

• Customer subscriber base growing to 1.1 million, an 11% increase year-over-year.

CalAmp’s Board of Directors comprises eight strong and experienced directors who are highly engaged in the Company’s strategic plan and operations. Four of eight directors have joined the Board during the last three years and our average Board tenure is now 4.5 years. The Board is confident that its directors have the right mix of skills, experience and diversity to oversee and guide CalAmp’s execution of its long-term strategy, while also upholding its commitment to best practices in corporate governance, sustainability and environmental protection.

The CalAmp Board welcomes constructive engagement with stockholders and is open to feedback to help further the Company’s transformation. In fact, members of our Board and management regularly engage with stockholders to solicit their viewpoints; this dialogue is deeply valued and has informed our strategic thinking. It is therefore astonishing that neither 272 Capital Master Fund Ltd.nor Messrs. Burdiek or Sarkissian heretofore have attempted to engage with, meet with, share viewpoints with, or otherwise reach out to discuss the business prior to nominating a controlling slate of directors.

CalAmp’s Governance and Nominating Committee will carefully review and consider the nominated director candidates to assess their qualifications and ability to serve on the CalAmp Board of Directors. The Board will present its formal recommendation regarding director nominees in the Company’s proxy statement and other materials to be filed with the Securities and Exchange Commission and mailed to all stockholders eligible to vote at the 2022 Annual Meeting.

The date of the Company's 2022 Annual Meeting of Stockholders has not yet been announced. Stockholders are not required to take any action at this time.

About CalAmp

CalAmp (Nasdaq: CAMP) is a connected intelligence company that helps people and businesses work smarter. We partner with transportation and logistics, industrial equipment, government and automotive industries to deliver insights that enable businesses to make the right decisions. Our applications, platforms and smart devices allow them to track, monitor and recover their vital assets with real-time visibility that reduces costs, maximizes productivity and improves safety. Headquartered in Irvine, California, CalAmp has been publicly traded since 1983. We have over one million software and services subscribers and approximately 10 million products deployed worldwide. For more information, visit calamp.com, or LinkedIn, Facebook, Twitter, YouTube or CalAmp Blog.

Forward-Looking Statements

This announcement contains forward-looking statements (including within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and Section 27A of the U.S. Securities Act of 1933, as amended) concerning CalAmp. These statements include, but are not limited to, statements that address our expected future business and financial performance and statements about (i) our plans, objectives and intentions with respect to future operations, services and products, (ii)  our competitive position and opportunities, and (iii) other statements identified by words such as such as “may”, “will”, “expect”, “intend”, “plan”, “potential”, “believe”, “seek”, “could”, “estimate”, “judgment”, “targeting”, “should”, “anticipate”, “predict”, “project”, “aim”, “goal”, and similar words, phrases or expressions. These forward-looking statements are based on management’s current expectations and beliefs, as well as assumptions made by, and information currently available to, management, current market trends and market conditions, and involve risks and uncertainties, many of which are outside of our control, and which may cause actual results to differ materially from those contained in forward-looking statements. Accordingly, you should not place undue reliance on such statements. Particular uncertainties that could materially affect future results include any risks associated with global economic conditions and concerns; the effects of global outbreaks of pandemics or contagious diseases or fear of such outbreaks, such as the recent coronavirus (COVID-19) pandemic; global component shortages due to supply chain constraints caused by the COVID-19 pandemic; disruptions in sales, operations, relationships with customers, suppliers, employees, and consumers given our sale of LoJack North America operations; our ability to successfully and timely accomplish our transformation to a SaaS solutions provider; our transition out of the automotive vehicle financing business; competitive pressures; pricing declines; demand for our telematics products; rates of growth in our target markets; prolonged disruptions of our contract manufacturers’ facilities or other significant operations; force majeure or force-majeure-like events at our contract manufacturers’ facilities including component shortages; the ongoing diversification of our global supply chain; our dependence on outsourced service providers for certain key business services and their ability to execute to our requirements; our ability to improve gross margin; cost-containment measures; legislative, trade, tariff, and regulatory actions; integration, unexpected charges or expenses in connection with acquisitions; the impact of legal proceedings and compliance risks; implementation of our new ERP system; the impact on our business and reputation from information technology system failures, network disruptions, cyber-attacks, or losses or unauthorized access to, or release of, confidential information; the ability of the Company to comply with laws and regulations regarding data protection; our ability to protect our intellectual property and the unpredictability of any associated litigation expenses; any expenses or reputational damage associated with resolving customer product and warranty and indemnification claims; our ability to sell to new types of customers and to keep pace with technological advances; market acceptance of the end products into which our products are designed; and other events and trends on a national, regional and global scale, including those of a political, economic, business, competitive, and regulatory nature. More information on these risks and other potential factors that could affect our financial results is included in our filings with the U.S. Securities and Exchange Commission (“SEC”), including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings, which you may obtain for free at the SEC’s website at http://www.sec.gov. We undertake no intent or obligation to publicly update or revise any of these forward-looking statements, whether as a result of new information, future events or otherwise, which speak as of their respective dates except as required by law.

Additional Information

CalAmp Corp. (the “Company”), its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the matters to be considered at the Company’s 2022 annual meeting of stockholders (the “2022 Annual Meeting”). Information regarding the names of the Company’s directors and executive officers and their respective interests in the Company by security holdings or otherwise is set forth in the Company’s proxy statement for its 2021 annual meeting of stockholders (the “2021

Annual Meeting”), filed with the Securities and Exchange Commission (the “SEC”) on June 21, 2021. To the extent holdings of the Company’s securities have changed since the amounts set forth in the Company’s proxy statement for the 2021 Annual Meeting, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 or Annual Statement of Changes in Beneficial Ownership of Securities on Form 5 filed with the SEC. These documents are available free of charge at the SEC’s website at www.sec.gov. The Company intends to file a proxy statement and accompanying WHITE proxy card with the SEC in connection with the solicitation of proxies from the Company’s stockholders in connection with the matters to be considered at the 2022 Annual Meeting. Additional information regarding the identity of participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Company’s proxy statement for the 2022 Annual Meeting, including the schedules and appendices thereto.

THE COMPANY URGES ITS INVESTORS AND STOCKHOLDERS TO READ CAREFULLY AND IN THEIR ENTIRETY THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY SUPPLEMENTS OR AMENDMENTS), THE ACCOMPANYING WHITE PROXY CARD AND ANY OTHER DOCUMENTS THAT THE COMPANY MAY FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Copies of the definitive proxy statement (including any supplements or amendments), the accompanying WHITE proxy card, and any other documents filed by the Company with the SEC will be available free of charge at the SEC’s website at www.sec.gov.  Copies will also be available free of charge at the Investor Relations section of the Company’s website at https://investor.calamp.com.

Contacts

AT CALAMP:	AT SHELTON GROUP:
Kurtis Binder	Leanne K. Sievers
EVP & CFO	(949) 224-3874
ir@calamp.com	sheltonir@sheltongroup.com

XML

Document and Entity Information	May 02, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 02, 2022
Entity Registrant Name	CALAMP CORP.
Entity Central Index Key	0000730255
Entity Emerging Growth Company	false
Entity File Number	1-12182
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
Written Communications	false
Soliciting Material	true
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 Par Value
Trading Symbol	CAMP
Security Exchange Name	NASDAQ