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 31, 2012 |
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: | 1401 N. Rice Avenue | |
Oxnard, CA 93030 | ||
Registrant's Telephone Number, Including | ||
Area Code: | (805) 987-9000 | |
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))
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Companys 2012 Annual Meeting of Stockholders (the Annual Meeting) was held on July 31, 2012. As of the record date for the Annual Meeting, June 6, 2012, there were 28,725,676 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 2013 Annual Meeting. All seven of the director nominees were reelected under the Registrants plurality voting method. The results of the election of directors are summarized as follows:
Broker | ||||||
For | Withheld | Non-Votes | ||||
Frank Perna, Jr. | 14,416,695 | 699,860 | 13,609,121 | |||
Kimberly Alexy | 14,435,998 | 680,557 | 13,609,121 | |||
Michael Burdiek | 14,554,729 | 561,826 | 13,609,121 | |||
Richard Gold | 14,458,239 | 658,316 | 13,609,121 | |||
A.J. "Bert" Moyer | 14,277,598 | 838,957 | 13,609,121 | |||
Thomas Pardun | 13,635,026 | 1,481,529 | 13,609,121 | |||
Larry Wolfe | 14,436,348 | 680,207 | 13,609,121 |
In addition to the election of directors, the results of voting on other matters at the 2012 Annual Meeting are summarized as follows:
Broker | |||||||||
Proposal 2: | For | Against | Abstain | Non-Votes | |||||
Advisory vote on executive | |||||||||
compensation (say on pay) | 14,144,977 | 811,762 | 159,816 | 9,116,358 | |||||
Proposal 3: | 1 Year | 2 Years | 3 Years | Abstain | |||||
Advisory vote on the frequency | |||||||||
of holding say on pay votes | 13,599,726 | 78,400 | 1,344,389 | 94,040 | |||||
Broker | |||||||||
Proposal 4: | For | Against | Abstain | Non-Votes | |||||
Approve increase in authorized | |||||||||
common stock from 40 million | |||||||||
to 80 million shares | 20,460,513 | 2,562,574 | 1,209,826 | - | |||||
Broker | |||||||||
Proposal 5: | For | Against | Abstain | Non-Votes | |||||
Ratification of SingerLewak | |||||||||
as the Companys independent | |||||||||
auditing firm for fiscal 2013 | 24,057,795 | 76,056 | 99,062 | - |
At the Annual Meeting, stockholders cast 90% of votes in favor of holding future say on pay votes on an annual basis. The Board of Directors of the Company had recommended a vote for annual frequency of say on pay votes. In light of this result and other factors it considered, the Board has determined that the Company will hold future say on pay votes on an annual basis until the next advisory vote on the frequency of say on pay votes occurs. The next advisory vote regarding the frequency of say on pay votes is required to occur no later than the Companys 2018 Annual Meeting of Stockholders.
SIGNATURE
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. | |||
August 1, 2012 | By: /s/ Richard Vitelle | ||
Date | Richard Vitelle, | ||
Vice President-Finance | |||
(Principal Financial Officer) |