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0000730255
0000730255
2020-08-23
2020-08-23
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
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Date of Report (Date of earliest event reported):
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August 24, 2020
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Exact Name of Registrant as Specified in Its Charter:
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CALAMP CORP.
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Delaware
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0-12182
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95-3647070
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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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File Number
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Identification No.
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Address of Principal Executive Offices:
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15635 Alton Parkway, Suite 250
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Irvine, CA 92618
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Registrant's Telephone Number, Including Area Code:
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(949) 600-5600
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Former Name or Former Address, if Changed Since Last Report:
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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:
☐ 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 240.14.a-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:
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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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Common stock, $0.01 per share
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CAMP
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Nasdaq Global Select Market
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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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 24, 2020, the Board of Directors (the “Board”) of CalAmp Corp. (the “Company”) appointed Kirsten Wolberg to the Board effective September 1, 2020, increasing the number of directors of the Board to nine. Ms. Wolberg was not appointed pursuant to any arrangement or understanding between her and any other persons.
Pursuant to an offer letter (the “Offer Letter”) entered into between Ms. Wolberg and the Company, Ms. Wolberg will receive an annual cash retainer of $60,000 for her service on the Board. The annual retainer will be paid by the Company in four equal quarterly installments. In addition, pursuant to the Offer Letter, Ms. Wolberg will receive a restricted stock award with a value of $128,000 in connection with her appointment to the Board. The initial restricted stock award will vest in full on the three-year anniversary of the grant date, subject to continued service. Ms. Wolberg will also receive an annual restricted stock award for her service on the Board with a value of $128,000, prorated to reflect her partial year of service, which will vest in full on the one-year anniversary of the grant date, subject to continued service.
Pursuant to the Offer Letter, Ms. Wolberg and the Company will enter into the Company’s standard indemnification agreement, the form of which was originally filed with the Securities and Exchange Commission as Exhibit 10.4 to the Company’s Annual Report on Form 10-K on May 10, 2018.
The foregoing description of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, which is attached hereto as Exhibit 10.1 an incorporated herein by reference.
A copy of the press release announcing Ms. Wolberg’s appointment to the Board is attached as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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 26, 2020
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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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Exhibit 10.1
Amal Johnson
Chair of the Board
15635 Alton Parkway, Suite 250
Irvine, California 92618
August 10, 2020
Kirsten Wolberg
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Reference:
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Offer to Join the Board of Directors of CalAmp Corp.
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Dear Kirsten:
On behalf of the Board of Directors (the “Board”) of CalAmp Corp. (Nasdaq: CAMP) (“CalAmp”), I am pleased to extend an offer to you to join the Board effective September 1, 2020 (the “Effective Date”).
Your appointment to the Board will be subject to: (a) the approval of CalAmp’s Board, and (b) your election to the Board by the requisite percentage of stockholders at our Annual Stockholders Meeting, which we anticipate will be on July 21, 2021. The following outlines certain of your responsibilities as a prospective member of our Board.
As you are aware, CalAmp is a Delaware corporation and, therefore, your rights and duties as a Board member of CalAmp will be prescribed by Delaware law, SEC laws, listing rules for Nasdaq, our charter documents, and by the policies established by our Board from time to time.
It is expected that during the term of your Board membership, you will not engage in any other employment, occupation, consulting, or other business activity that competes with the business in which CalAmp is now involved in or becomes involved in during the term of your service to CalAmp, nor will you engage in any other activities that conflict with your obligations to CalAmp.
In consideration of your service on the Board and subject to approval by the Board, you will receive: (a) an annual cash retainer of $60,000, payable in quarterly instalments of $15,000; and (b) two grants of Restricted Stock:
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(i)
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one with 12-month cliff vesting, which is a recurring award, granted each year after our Annual Stockholders Meeting; and
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(ii)
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another, one-time “welcome” grant, with 36-month cliff vesting.
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Each grant will have a fair value of $128,000, but with proration downward on your initial 12-month award.
CalAmp will reimburse you for all reasonable travel expenses that you incur in connection with your attendance at meetings of the Board, in accordance with CalAmp’s expense reimbursement policy as in effect from time to time. In addition, you will receive
CalAmp Corp.
August 10, 2020
Page 2 of
indemnification as a director of CalAmp as set forth in CalAmp’s certificate of incorporation, bylaws, an indemnification agreement between CalAmp and you (which will be provided to you upon the Effective Date), and any director and officer insurance CalAmp may have and maintain from time to time.
In accepting this offer, you are representing to us that (a) you do not know of any conflict which would restrict your service on the Board and (b) you will not provide CalAmp with any documents, records, or other confidential information belonging to other parties.
On behalf of CalAmp, it gives us great pleasure to welcome you as a member of our Board. We anticipate your leadership and experience shall make key contributions to our success at this critical time in our growth and development.
I trust that this offer is satisfactory to you and I look forward to you joining CalAmp as a member of our Board. Please indicate your acceptance of this offer by signing below.
Sincerely yours,
CALAMP:
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By:
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/s/ Amal Johnson
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Amal Johnson
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Its:
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Chair of the Board
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AGREED AND ACCEPTED:
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/s/ Kirsten Wolberg s
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Kirsten Wolberg
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Dated:
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August 21, 2020
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15635 Alton Parkway, Suite 250 • Irvine CA 92618 • t 949-600-5636 • www.calamp.com
Exhibit 99.1
NEWS RELEASE
For Immediate Release
CalAmp Appoints Kirsten Wolberg To CalAmp Board of Directors
IRVINE, Calif., August 26, 2020 — CalAmp (Nasdaq: CAMP), a global technology solutions pioneer transforming the mobile connected economy, today announced Kirsten Wolberg has been appointed to the CalAmp Board of Directors. Wolberg, who is currently the chief technology & operations officer at DocuSign, brings over two decades of experience in technology management, information systems and operations from Fortune 500 software industry leaders.
Wolberg previously worked at PayPal, where she held several roles, including vice president of technology and was the principal executive leading the PayPal separation program as part of the eBay/PayPal tax-free split. She also led Salesforce IT as chief information officer. Additionally, she held several technology, product and operations roles at companies such as Charles Schwab, InnoVentry and CSC Index.
“I am delighted to welcome Kirsten to CalAmp’s Board of Directors,” said Amal Johnson, Chair of the CalAmp Board. “Kirsten has been a leading force in business transformations across the software space, and we are looking forward to drawing upon her expertise and fresh perspective as we advance our strategy.”
"We are excited to welcome Kirsten to our Board of Directors,” said Jeff Gardner, president and CEO of CalAmp. “She brings an impressive and successful track record of leading change in technology and operations, both vital to our corporate transformation. We are confident Kirsten will provide valuable perspectives as we continue to execute on our strategy to drive growth and build long-term shareholder value for CalAmp.”
Wolberg values giving back to her community and sits on two philanthropic organizations; Year Up Bay Area and JVS San Francisco.
“I am honored to have the opportunity to join CalAmp’s Board of Directors, and be part of this journey,” said Wolberg. “I look forward to driving CalAmp’s continued growth and digital transformation for our partners and customers worldwide.”
About CalAmp
CalAmp is a global technology solutions pioneer transforming the mobile connected economy. We help reinvent business and improve lives around the globe with technology solutions that streamline complex mobile IoT deployments and bring intelligence to the edge. Our software and subscription-based services, scalable cloud platform and intelligent devices collect and assess business-critical data from mobile assets and their contents. We call this The New How, facilitating efficient decision making, optimizing mobile asset utilization and improving road safety. Headquartered in Irvine, California, CalAmp has been publicly traded since 1983 and has 20 million products installed and over 1.3 million software and services subscribers worldwide. LoJack®, Tracker™ and Here Comes The Bus® are CalAmp brands. For more information, visit calamp.com, or LinkedIn, Facebook, Twitter, YouTube or CalAmp Blog.
CalAmp, LoJack, TRACKER, Here Comes The Bus, Bus Guardian, iOn Vision and associated logos are among the trademarks of CalAmp and/or its affiliates in the United States, certain other countries and/or the EU. Any other trademarks or trade names mentioned are the property of their respective owners.
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Media Inquiries
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Investor Inquiries
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John Conrad
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Leanne K. Sievers
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Merritt Group for CalAmp
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Shelton Group
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703.390.1538
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949.224.3874
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conrad@merrittgrp.com
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sheltonir@sheltongroup.com
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