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): January 0309, 2024

CalAmp Corp.

(Exact name of Registrant as Specified in Its Charter)


Delaware	0-12182	95-3647070
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15635 Alton Parkway Suite 250
Irvine, California		92618
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: (949) 600-5600

   

Not applicable

(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))

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 52.02. ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

~~Effective~~The ~~January~~information ~~22,~~set ~~2024,~~forth ~~Christopher~~in RItem 2.02 ~~Adams,~~of ~~age~~this ~~57,~~Current ~~will~~Report ~~commence~~on ~~employment~~Form as8-K ~~President~~including ~~and~~Exhibit ~~Chief~~99.1 ~~Executive~~is ~~Officer~~being offurnished ~~CalAmp~~and ~~Corp.~~shall ~~(the~~not ~~“Company”)~~be ~~and~~deemed ~~will~~"filed" befor ~~appointed~~the apurposes ~~member~~of Section 18 of the ~~Company’s~~Securities ~~Board~~Exchange Act of ~~Directors.~~1934, ~~Effective~~as ~~upon~~amended, or otherwise subject to the ~~employment~~liabilities of Mrthat Section. ~~Adams,~~The ~~Jason~~information ~~Cohenour~~set ~~will~~forth ~~cease~~in ~~service~~Item as2.02 ~~Interim~~to ~~Chief~~this ~~Executive~~Current ~~Officer,~~Report ~~but~~on ~~will~~Form ~~continue~~8-K toincluding ~~serve~~Exhibit as99.1 aof ~~member~~this ofCurrent Report shall not be incorporated by reference into any registration statement or other document pursuant to the ~~Company’s~~Securities ~~Board~~Act of ~~Directors~~1933, except as shall be expressly set forth by specific reference in such filing.

~~Mr.~~On ~~Adams~~January ~~currently serves as VP/GM of the Automotive Sensing Division of onsemi~~9, ~~a semiconductor manufacturing company~~2024, aCalAmp ~~position he has held since May 2020~~Corp. ~~Prior~~issued toa ~~onsemi,~~press ~~from~~release ~~October~~announcing ~~2019~~its tofinancial ~~May~~results ~~2020,~~for ~~Mr. Adams served as~~ the ~~Chief~~third ~~Operating~~quarter ~~Officer~~ended atNovember ~~SafeAI~~30, ~~an autonomous mining and construction company~~2023. A ~~From~~copy ~~September~~of ~~2015~~the topress ~~October~~release ~~2019,~~is ~~Mr.~~attached ~~Adams served~~ as aExhibit ~~General Manager of BAE Systems, an aerospace company~~99.1 ~~Mr. Adams received an Bachelor of Science degree from University of British Columbia,~~ and anincorporated ~~Masters degree in Electrical Engineering from Stanford University~~herein.

~~Under~~A anconference ~~offer~~call ~~letter~~with ~~dated~~simultaneous ~~December~~webcast ~~30,~~to ~~2023~~discuss (the ~~“Offer~~financial ~~Letter”),~~results for the ~~terms~~third ofquarter ~~which~~ended ~~were~~November ~~accepted by Mr. Adams on January 3~~30, 2023, ~~Mr. Adams~~ will be ~~paid~~held ~~a salary of $535~~today,~~600~~ ~~per~~January ~~year (the “Base Salary”)~~9, ~~and will be eligible to receive annual target incentive compensation of 100% of Base Salary, prorated for fiscal year~~ 2024. ~~The~~at ~~Company~~2:00 ~~will also grant 750,000 time-vesting restricted stock units (“RSUs”) to Mr~~P.M. ~~Adams~~Pacific ~~and 750,000 performance vesting RSUs (“PSUs”) on February 5, 2024~~Time. ~~One-third~~After of the ~~time-vesting~~live ~~RSUs~~webcast ~~will vest on the first anniversary~~ of ~~Mr. Adams’ start date and~~ the ~~remaining~~conference ~~two-thirds will vest in substantially equal quarterly installments over the subsequent two year period~~call, inan ~~each~~audio ~~case~~replay ~~subject~~will toremain ~~Mr.~~available ~~Adams’~~until ~~continuous~~January ~~service with the Company through each applicable vesting date~~16, ~~and~~2024 ~~subject~~in to the ~~terms~~Investor ofRelations ~~the~~section ~~Company’s standard RSU award agreement. The PSUs will have a performance period~~ of ~~three years with specific performance criteria to be determined by the Company’~~CalAmp's ~~Board~~website ofat ~~Directors~~www. Mrcalamp. Adams is also entitled to reimbursement of up to $5,000 per month for up to twelve months for travel expenses associated with commuting to the Company’s headquarters, and the Company will reimburse Mrcom. ~~Adams up to $50,000 of relocation expenses before December 31, 2025.~~

Mr. Adams has also been offered an executive employment agreement in the form of the Company’s standard executive employment agreement, which among other things provides for change in control and salary continuation benefits that are designed to protect against the loss of his position as a result of termination without “cause” or termination for “good reason” both in conjunction and not in conjunction with a “change in control”, each of which terms are defined in the executive employment agreement. Pursuant to the executive employment agreement, if Mr. Adams is terminated without cause or with good reason not in conjunction with a change in control, he is entitled to severance in the form of (i) continuation of payments equal to 12 months of annual base salary, (ii) any earned but unpaid bonus, (iii) a pro-rated portion of his target bonus for the year of termination based on the number of days worked within the applicable performance period, and (iv) continued COBRA coverage for 12 months. Any options that are exercisable will remain exercisable for up to 12 months following termination, and any unvested equity awards will be forfeited and canceled. If Mr. Adams is terminated without cause or he terminates his employment for good reason within the three-month period immediately preceding or the 12-month period immediately following a change in control, then he would be entitled to (1) continuation of payments equal to 24 months of annual base salary, (2) an amount equal to two times his target bonus for the year of termination, (3) continued COBRA coverage for 18 months, (4) 100% of the then unvested equity awards held by Mr. Adams would become immediately vested and (5) any options that are exercisable or become exercisable will remain exercisable for up to 6 months following termination.

There are no family relationships between Mr. Adams and any other director or executive officer of the Company, or with any person selected to become an officer or a director of the Company. There are no related party transactions between the Company and Mr. Adams that would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

The Company issued a press release on January 8, 2024, announcing its hiring of Mr. Adams. A copy of this press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act’), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	Press ~~Release~~release ~~issued~~of bythe ~~CalAmp~~Registrant ~~Corp.~~dated on January 89, 2024 announcing its results of operations for the third quarter ended November 30, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			CALAMP CORP.
Date:	January 89, 2024	By:	/s/ Jikun Kim
			Jikun KimSenior Vice President and CFO(Principal Financial Officer)

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