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 24, 2019
CALAMP CORP.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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0-12182 |
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95-3647070 |
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.
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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 240.14a-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))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol |
Name of each exchange on which registered |
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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 5.07 Submission of Matters to a Vote of Security Holders.
The Company’s 2019 Annual Meeting of Stockholders (the “Annual Meeting”) was held on July 24, 2019. As of the record date for the Annual Meeting, May 31, 2019, there were 33,605,780 shares of common stock issued, outstanding and entitled to vote at the Annual Meeting.
At the Annual Meeting, nine directors stood for reelection to a one-year term expiring at the 2020 Annual Meeting. Under Proposal 1, all nine of the director nominees were reelected under the Registrant’s majority voting standard method. The results of the election of directors are summarized as follows:
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Broker Non- |
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For |
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Against |
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Abstain |
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Votes |
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A.J. "Bert" Moyer |
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20,767,966 |
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2,418,681 |
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15,279 |
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6,783,775 |
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Scott Arnold |
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21,579,233 |
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1,610,689 |
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12,004 |
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6,783,775 |
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Michael Burdiek |
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21,550,996 |
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1,638,847 |
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12,083 |
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6,783,775 |
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Jason Cohenour |
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21,579,183 |
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1,610,884 |
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11,859 |
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6,783,775 |
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Jeffery Gardner |
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19,068,959 |
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4,119,033 |
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13,934 |
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6,783,775 |
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Amal Johnson |
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20,749,082 |
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2,439,563 |
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13,281 |
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6,783,775 |
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Roxanne Oulman |
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21,588,560 |
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1,602,267 |
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11,099 |
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6,783,775 |
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Jorge Titinger |
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20,856,057 |
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2,334,190 |
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11,679 |
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6,783,775 |
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Larry Wolfe |
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21,483,962 |
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1,705,768 |
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12,196 |
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6,783,775 |
In addition to the election of directors, the results of voting on other matters at the 2019 Annual Meeting are summarized as follows:
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Broker |
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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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Non-Votes |
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Advisory vote on executive compensation (“Say-on-Pay”) |
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20,799,692 |
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2,373,897 |
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28,337 |
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6,783,775 |
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Broker |
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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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Non-Votes |
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Ratification of Deloitte and Touche, LLP as the Company’s independent registered public accounting firm for fiscal 2020 |
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27,616,789 |
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2,178,543 |
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190,369 |
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N/A |
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SIGNATURE
Pursuant to the requirements of the Securities and 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.
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CALAMP CORP. Registrant |
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By: |
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/s/ Kurtis Binder
Kurtis Binder Executive Vice President and Chief Financial Officer |
Dated: July 26, 2019