Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 21, 2022, the Board of Directors (the “Board”) of CalAmp Corp. (the
“Company”) appointed Wesley C. Cummins (“Mr. Cummins” or the “BRAM Designee”) as
a member of the Board, effective immediately, to serve until the Company’s 2022
annual meeting of stockholders (the “2022 Annual Meeting”) and the election and
qualification of his successor or, if earlier, his death or resignation or
removal from the Board. Mr. Cummins will receive compensation under the
Company’s standard compensation arrangement for non-employee directors (as
described in the Company’s proxy statement for its 2021 annual meeting of
stockholders). Concurrent with Mr. Cummins’ appointment to the Board, the Board
will increase its size by one member from eight directors to nine
directors. Immediately prior to the 2022 Annual Meeting and immediately upon
Amal Johnson’s resignation from the Board, the size of the Board will be
decreased by one member from nine directors to eight directors.
Mr. Cummins is President of B. Riley Asset Management, an institutional asset
management arm of B. Riley Financial (NASDAQ: RILY), a financial services firm,
a position he has held since 2021. Mr. Cummins has also served as a member of
the board of directors of Sequans Communications S.A. (NYSE: SQNS), a cellular
semiconductor firm, since June 2018, and he has served as a member of the board
of directors of Vishay Precision Group, Inc. (NYSE: VPG), a company that
produces sensors based on resistive foil technology and sensor-based systems,
On April 29, 2022, B. Riley Asset Management, LLC. through one of its managed
funds, 272 Capital Master Fund Ltd, (collectively “BRAM”) that holds shares of
the Company’s stock, submitted to the Company a stockholder notice of intent to
nominate six persons for election as directors of the Company (the “Nomination
Following discussions, BRAM irrevocably withdrew the Nomination Letter, and Mr.
Cummins will join the Board pursuant to a Cooperation Agreement (the
“Agreement”), dated June 21, 2022, by and among the Company and BRAM. The
Agreement includes various terms, conditions and provisions, including that the
Company will include Mr. Cummins in the Board’s recommended director slate of
candidates to stand for election at the 2022 annual stockholders meeting. Mr.
Cummins, while serving as a member of the Board, is required to (i) meet all
director independence and other requirements of the Company, of stock exchange
listing standards and of the Securities and Exchange Commission and related
securities laws and regulations, (ii) be qualified to serve as a director under
the Delaware General Corporation Law and (iii) comply with Company policies,
guidelines and codes of conduct applicable to directors, subject to the terms of
If Mr. Cummins is unable or unwilling to serve as a director, resigns as a
director or is removed, and at such time BRAM has an aggregate ownership of at
least 50% of the common stock beneficially owned by BRAM as of the date of the
Cooperation Agreement, then BRAM and the Company shall mutually agree upon the
appointment of a substitute director to serve for the remainder of Mr. Cummins’
term, and such substitute director will be deemed a BRAM Designee for all
purposes of the Agreement after such appointment.
Under the Agreement, BRAM is subject to various restrictions, including, among
other things, prohibitions on BRAM acquiring more than 10% of the Company’s
outstanding shares without the Company’s consent, engaging in proxy
solicitations and other stockholder-related matters and proposals, forming
groups with other investors, disposing of their shares to a third party who
would own more than 4.9% of the Company’s outstanding shares outside of open
market sales or underwritten offerings, engaging in short sales of Company
shares, and limitations on public statements regarding the Company and on
interactions with third parties and employees. BRAM has agreed to vote its
shares as set forth in the Agreement, including with respect to board elections,
but will have discretion on voting its shares on extraordinary transactions.
Certain non-disparagement provisions also apply to the Company and to BRAM under
The provisions of the Agreement described above generally apply until the
earlier of (A) the date that is thirty (30) calendar days prior to the notice
deadline (the “Notice Deadline”) under the Company’s Amended and Restated Bylaws
for the nomination of non-proxy access director candidates for election to the
Board at the Company’s 2023 annual meeting of stockholders (the “2023 Annual
Meeting”) (which date shall be extended through the date of the 2023 Annual
Meeting as long as (i) the Company informs the BRAM Designee, in writing, at
least 45 calendar days prior to the Notice Deadline of the Company’s intention
to re-nominate him for election to serve as a director of the Company at the
2023 Annual Meeting and (ii) the BRAM Designee, at least 30 calendar days prior
to the Notice Deadline, expressly accepts, in writing, such re-nomination) and
(B) the election to terminate the Agreement by a non-breaching party, subject to
the terms of the Agreement.
The foregoing description of the Agreement is qualified in its entirety by
reference to the full text of the Agreement, which is attached hereto as Exhibit
99.1 and incorporated herein by reference.
On June 21, 2022, the Company issued a press release regarding the above
matters, which press release is attached as Exhibit 99.2 hereto.
Item 7.01 Regulation FD Disclosure.
The Company issued a press release on June 21, 2022 announcing the appointment
of Mr. Cummins as an independent director, effective June 21,2022. A copy of
this press release is furnished as Exhibit 99.2 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
99.1 Cooperation Agreement, dated June 21, 2022, between the Company, B. Riley Asset Management LLC and 272 Capital Master Fund Ltd. 99.2 Press release dated June 21, 2022. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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