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): May 19, 2011

Comarco, Inc.

(Exact name of registrant as specified in its charter)

000-05449
(Commission File Number)

California (State or other jurisdiction of incorporation)		95-2088894 (I.R.S. Employer Identification No.)

25541 Commercentre Drive, Lake Forest, California (Address of principal executive offices)		92630-8870 (Zip Code)

Registrant’s telephone number, including area code: (949) 599-7400

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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.02		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     (e) On May 19, 2011, the Board of Directors (“Board”) of Comarco, Inc. (the “Company”) increased the annual base salary payable to Fredrik Torstensson, the Company’s interim President and Chief Executive Officer and Vice President of Sales and Marketing, from $200,012 to $230,012 retroactive to April 1, 2011. In addition, on the same date, the Board granted Mr. Torstensson 40,000 Restricted Stock Units pursuant to the Company’s 2005 Equity Incentive Plan. The units vest in full on May 18, 2012, unless Mr. Torstensson voluntarily terminates his employment with the Company prior to that date.

SIGNATURE

     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.