CalAmp : Submission of Matters to a Vote of Security Holders (Form 8-K)

Submission of Matters to a Vote of Security Holders.

CalAmp Corp. (the 'Company') held its 2021 Annual Meeting of Stockholders (the 'Annual Meeting') on July 28, 2021. As of the record date for the Annual Meeting, June 1, 2021, there were 35,285,117 shares of common stock issued, outstanding and entitled to vote at the Annual Meeting.

At the Annual Meeting, eight directors stood for election to a one-year term expiring at the 2022 Annual Meeting. Under Proposal 1, all eight of the director nominees were elected under the Registrant's majority voting standard method. The results of the election of directors are summarized as follows:

		For			Against			Abstain			Broker Non-Votes
Amal Johnson			26,011,133				263,426				6,672				4,354,721
Jeffery Gardner			26,090,772				181,117				9,342				4,354,721
Scott Arnold			25,787,647				485,558				8,026				4,354,721
Jason Cohenour			25,963,891				258,993				58,347				4,354,721
Henry Maier			26,111,990				161,544				7,697				4,354,721
Roxanne Oulman			26,088,170				185,855				7,206				4,354,721
Jorge Titinger			25,783,575				490,459				7,197				4,354,721
Kirsten Wolberg			26,106,945				167,210				7,076				4,354,721

In addition to the election of directors, the results of voting on other matters at the Annual Meeting are summarized as follows:

Proposal 2

For

Against

Abstain

Broker Non-Votes

Ratify the appointment of Deloitte & Touche, LLP as the Company's independent auditors for the fiscal year ending February 28, 2022

30,522,623

106,387

6,942

N/A

Proposal 3

For

Against

Abstain

Broker Non-Votes

Approve, on an advisory basis, the executive compensation described in the proxy statement ('Say-on-Pay')

23,461,202

2,745,234

74,795

4,354,721

Proposal 4

For

Against

Abstain

Broker Non-Votes

Approve the amendment to the Company's Amended and Restated 2004 Incentive Stock Plan (the 'Plan') to (1) increase the number of shares of common stock available, and thereby increase the number of shares that can be granted as incentive stock options under the Amended Plan, by 750,000 shares to a total of 11,850,000 and (2) increase the limit on the number of shares which may be granted as 'full value' stock-based awards under the Amended Plan from 3,800,000 to 4,550,000

23,327,528

2,886,680

67,023

4,354,721