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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): February 22, 2024

 

Clearfield, Inc.

(Exact name of registrant as specified in charter)

 

Minnesota   000-16106   41-1347235

(State or other jurisdiction of incorporation)

 

  (Commission File Number)   (IRS Employer Identification No.)

 

7050 Winnetka Avenue North, Suite 100, Brooklyn Park, MN   55428
(Address of principal executive offices)   (Zip Code)

 

(763) 476-6866
Registrant’s telephone number, including area code

 

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 par value CLFD The Nasdaq Stock 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 (§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. ☐ 

 

 

 

Items under Sections 1 through 4 and Sections 6 through 8 are not applicable and therefore omitted.

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

On February 22, 2024, the Company held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). Of the 14,989,567 shares of the Company’s common stock outstanding and entitled to vote, 11,149,675 shares, or 74.38%, were present at the Annual Meeting.

 

Set forth below are the final voting results on each matter submitted to a vote of security holders at the Annual Meeting. Each proposal is described in detail in the Company’s Proxy Statement for the 2024 Annual Meeting, filed with the Securities and Exchange Commission on January 11, 2024.

 

Proposal 1

 

To elect eight (8) directors of the Company to serve until the next Annual Meeting of Shareholders or until their respective successors have been elected and qualified.

 

Nominee For Against Abstain Broker Non-Vote
Cheryl Beranek 9,285,469 131,721 63,630 1,668,855
Ronald G. Roth 9,033,884 386,681 60,255 1,668,855
Patrick F. Goepel 9,189,858 226,228 64,734 1,668,855
Roger G. Harding 9,369,208 50,542 61,070 1,668,855
Charles N. Hayssen 9,268,544 151,205 61,071 1,668,855
Donald R. Hayward 8,897,561 500,715 82,544 1,668,855
Walter L. Jones, Jr. 9,114,422 301,706 64,692 1,668,855
Carol A. Wirsbinski 9,113,375 304,950 62,495 1,668,855

 

Proposal 2

 

To approve, on a non-binding advisory basis, the compensation paid to our named executive officers.

 

For Against Abstain Broker Non-Vote
8,941,891 467,437 71,492 1,668,855

 

Proposal 3

 

To ratify and confirm the appointment of Baker Tilly US, LLP as the independent registered public accounting firm for the Company for the fiscal year ending September 30, 2024.

 

For Against Abstain
11,091,725 21,447 36,503

 

As a result, all nominees identified in Proposal 1 were elected as directors. With respect to Proposal 2, the shareholders approved, on an advisory basis, the compensation paid to our named executive officers. With respect to Proposal 3, the shareholders ratified and confirmed the appointment of Baker Tilly US, LLP as the independent registered public accounting firm for the Company for the fiscal year ending September 30, 2024.

 

 

 

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.

 

   

 

CLEARFIELD, INC.

     
Dated: February 26, 2024 By: /s/ Daniel Herzog
    Daniel Herzog, Chief Financial Officer