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 28, 2017
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 2017 Annual Meeting of Stockholders (the “Annual Meeting”) was held on July 28, 2017. As of the record date for the Annual Meeting, June 5, 2017, there were 35,379,245 shares of common stock issued, outstanding and entitled to vote at the Annual Meeting.
At the Annual Meeting, seven directors stood for reelection to a one year term expiring at the fiscal 2018 Annual Meeting. All seven 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:
| Broker Non- | ||||||||
| For | Against | Abstain | Votes | |||||
| A.J. "Bert" Moyer | 23,822,218 | 374,813 | 24,586 | 7,033,497 | ||||
| Kimberly Alexy | 20,043,358 | 4,153,672 | 24,587 | 7,033,497 | ||||
| Michael Burdiek | 24,077,749 | 117,143 | 26,725 | 7,033,497 | ||||
| Jeffery Gardner | 20,737,599 | 3,458,706 | 25,312 | 7,033,497 | ||||
| Amal Johnson | 23,818,458 | 377,485 | 25,674 | 7,033,497 | ||||
| Jorge Titinger | 23,903,761 | 292,088 | 25,768 | 7,033,497 | ||||
| Larry Wolfe | 24,003,557 | 192,834 | 25,226 | 7,033,497 |
In addition to the election of directors, the results of voting on other matters at the 2017 Annual Meeting are summarized as follows:
| Broker | ||||||||
| Proposal 2: | For | Against | Abstain | Non-Votes | ||||
| Advisory vote on executive compensation (“say on pay”) | 22,199,772 | 1,450,881 | 570,964 | 7,033,497 | ||||
| Broker | ||||||||
| Proposal 3: | For | Against | Abstain | Non-Votes | ||||
| Approve Amendment and Restatement of the 2004 Incentive Stock Plan | 22,956,334 | 711,802 | 553,481 | 7,033,497 | ||||
| Broker | ||||||||
| Proposal 4: | For | Against | Abstain | Non-Votes | ||||
| Ratification of BDO USA, LLP as the Company’s independent auditing firm for fiscal 2018 | 31,149,543 | 83,091 | 22,480 | - 0 - |
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.
| CALAMP CORP. | ||
| Registrant | ||
| By: | /s/ Kurtis J. Binder | |
| Kurtis J. Binder | ||
| Executive Vice President and Chief Financial Officer | ||
Dated: July 31, 2017