false
0000730255
0000730255
2021-03-14
2021-03-14
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):
|
April 2, 2021
|
|
|
|
|
|
|
Exact Name of Registrant as Specified in Its Charter:
|
CALAMP CORP.
|
|
|
Delaware
|
|
0-12182
|
|
95-3647070
|
|
State or Other Jurisdiction of
|
|
Commission
|
|
I.R.S. Employer
|
|
Incorporation or Organization
|
|
File Number
|
|
Identification No.
|
|
Address of Principal Executive Offices:
|
15635 Alton Parkway, Suite 250
|
|
|
|
Irvine, CA 92618
|
|
|
Registrant's Telephone Number, Including Area Code:
|
(949) 600-5600
|
|
|
Former Name or Former Address, if Changed Since Last Report:
|
Not applicable
|
|
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:
|
|
|
|
|
|
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
|
Common stock, $0.01 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 2, 2021, the Board of Directors (the “Board”) of CalAmp Corp. (the “Company”) appointed Henry Maier to the Board effective June 1, 2021, increasing the number of directors of the Board to ten. Mr. Maier was not appointed pursuant to any arrangement or understanding between him and any other persons.
The Board has not yet determined which committee on which Mr. Maier will serve and will file an amendment to this current report on Form 8-K once his committee membership has been determined.
Pursuant to an offer letter (the “Offer Letter”) entered into between Mr. Maier and the Company, Mr. Maier will receive an annual cash retainer of $60,000 for his 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, Mr. Maier will receive a restricted stock award with a value of $128,000 in connection with his 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. Mr. Maier will also receive an annual restricted stock award for his service on the Board with a value of $128,000, prorated to reflect his 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, Mr. Maier 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 Mr. Maier’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.
|
|
|
|
|
CALAMP CORP.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 7, 2021
|
|
By: /s/ Kurtis Binder
|
|
|
|
Date
|
|
|
Kurtis Binder
|
|
|
|
|
|
|
Executive Vice President and CFO
|
|
|
|
|
|
(Principal Financial Officer)
|
Exhibit 10.1
April 2, 2021
Amal Johnson
Chair of the Board
15635 Alton Parkway, Suite 250
Irvine, California 92618
Henry Maier
Reference:Offer to Join the Board of Directors of CalAmp Corp.
Dear Henry:
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 June 1, 2021 (the “Effective Date”).
Your appointment to the Board will be subject to your election to the Board by the requisite percentage of stockholders at our Annual Stockholders Meeting, which we anticipate will be on July 28, 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:
|
|
(i)
|
one grant with 12-month cliff vesting, which is a recurring award, granted each year after our Annual Stockholders Meeting; and
|
|
|
|
(ii)
|
another, one-time “welcome” grant, with 36-month cliff vesting.
|
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. April 2, 2021
Page 2 of 2
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:
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Amal Johnson
|
|
|
|
|
|
Amal Johnson
|
|
|
|
|
Its:
|
Chair of the Board
|
|
|
|
|
|
|
|
AGREED AND ACCEPTED:
|
|
|
|
|
|
|
|
|
|
|
/s/ Henry Maier
|
|
|
|
|
Henry Maier
|
|
|
|
|
Dated:
|
April 2, 2021
|
|
|
|
|
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 FedEx Ground CEO Henry J. Maier to its Board of Directors
Bringing over 40 years of transportation industry experience, Maier will provide strategic input to guide the telematics pioneer’s continued expansion in the logistics market
IRVINE, Calif. — April 7, 2021 — CalAmp (Nasdaq: CAMP), a global technology solutions pioneer transforming the mobile connected economy, announced today that Henry J. Maier, president and CEO of FedEx Ground, will be appointed to its Board of Directors effective June 1, 2021.
Since 2013, Maier has been responsible for the strategic direction and performance of FedEx Ground, a $22.7 billion subsidiary of FedEx Corp. He also currently serves on the Strategic Management Committee of FedEx Corp., which sets the strategic direction for the FedEx enterprise. Notably, Maier has over 40 years of experience in the transportation industry. This includes more than 30 years with FedEx Corp., where he has held various senior executive roles in logistics, sales, marketing and communications. Maier will be retiring from FedEx Corp. on July 31, 2021.
“I am excited for the opportunity to contribute to CalAmp’s expansion in the transportation and logistics market. I have seen firsthand how its industry-leading SaaS solutions bring intelligence to the edge to help make critical decisions when and where they need to happen,” said Maier. “As more companies look to streamline their transportation operations, improve overall safety and drive further efficiencies, CalAmp is well-positioned to meet the growing demand for telematics solutions that address these operational challenges in the immediate and long-term future.”
“The transportation and logistics market represents a tremendous opportunity for CalAmp. I am extraordinarily pleased to be adding a new board member with Henry’s experience and pedigree and believe that it is a huge win for CalAmp shareholders,” said Jeff Gardner, president and CEO of CalAmp.
“Together with CalAmp, Henry has a shared passion for leveraging telematics technologies to enhance fleet safety and performance. I am looking forward to his input on the Board as we oversee and execute new strategies for CalAmp’s continued growth,” added Amal Johnson, chair of the CalAmp Board of Directors.
Maier also serves on the Board of Directors of transportation holding company Kansas City Southern and e-commerce parts company CarParts.com.
About CalAmp
CalAmp (Nasdaq: CAMP) 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. Spireon acquired the LoJack® U.S. Stolen Vehicle Recovery (SVR) business from CalAmp and holds an exclusive license to the LoJack mark in the United States and Canada. Any other trademarks or trade names mentioned are the property of their respective owners.
***
|
|
|
|
Media Inquiries
|
Investor Inquiries
|
|
Edward Lin
|
Leanne K. Sievers
|
|
Merritt Group for CalAmp
|
Shelton Group
|
|
240.994.3027
|
949.224.3874
|
|
lin@merrittgrp.com
|
sheltonir@sheltongroup.com
|
