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