UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): |
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Exact Name of Registrant as Specified in Its Charter: |
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State or Other Jurisdiction of |
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Commission |
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I.R.S. Employer |
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Incorporation or Organization |
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Identification No. |
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Address of Principal Executive Offices: |
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Registrant's Telephone Number, Including Area Code: |
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Former Name or Former Address, if Changed Since Last Report: |
Not applicable |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14.a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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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 5.07. Submission of Matters to a Vote of Security Holders.
CalAmp Corp. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) on July 26, 2022. As of the record date for the Annual Meeting, June 10, 2022, there were 36,157,018 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 2022 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:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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Scott Arnold |
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22,610,019 |
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1,182,463 |
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293,580 |
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5,296,601 |
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Jason Cohenour |
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22,313,014 |
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1,529,039 |
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244,009 |
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5,296,601 |
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Wesley Cummins |
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16,418,106 |
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7,620,768 |
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47,188 |
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5,296,601 |
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Jeffery Gardner |
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22,609,536 |
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1,082,906 |
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393,620 |
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5,296,601 |
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Henry Maier |
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22,953,419 |
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1,092,174 |
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40,469 |
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5,296,601 |
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Roxanne Oulman |
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23,024,545 |
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1,042,509 |
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19,008 |
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5,296,601 |
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Jorge Titinger |
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22,258,674 |
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1,585,173 |
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242,215 |
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5,296,601 |
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Kirsten Wolberg |
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22,615,645 |
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1,452,348 |
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18,069 |
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5,296,601 |
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In addition to the election of directors, the results of voting on other matters at the Annual Meeting are summarized as follows:
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Proposal 2 |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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Ratify the appointment of Deloitte & Touche, LLP as the Company’s independent auditors for the fiscal year ending February 28, 2023 |
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28,799,296 |
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120,148 |
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463,219 |
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N/A |
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Proposal 3 |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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Approve, on an advisory basis, the executive compensation described in the proxy statement (“Say-on-Pay”) |
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22,749,342 |
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1,293,692 |
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43,028 |
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5,296,601 |
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Proposal 4 |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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Approve the amendment to the Company’s Amended and Restated 2004 Incentive Stock Plan (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 1,000,000 shares to a total of 12,850,000 and (2) increase the limit on the number of shares which may be granted as “full value” stock-based awards under the Amended Plan from 4,550,000 to 5,550,000 |
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22,181,783 |
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1,882,086 |
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22,193 |
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5,296,601 |
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SIGNATURES
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.
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CALAMP CORP. |
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August 1, 2022 |
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By: /s/ Kurtis Binder |
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Date |
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Kurtis Binder |
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Executive Vice President and CFO |
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(Principal Financial Officer) |
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