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): July 14, 2016
Clearfield, Inc.
(Exact Name of Registrant as Specified in Charter)
| Minnesota | 0-16106 | 41-1347235 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 7050 Winnetka Ave. N., 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)) | |
Items under Sections 1 through 4 and 6 through 8 are not applicable and therefore omitted.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Upon recommendation of the Nominating and Governance Committee of the Board of Directors of Clearfield, Inc. (the “Company”), the Board of Directors elected Roger Harding as a director effective July 14, 2016 to serve a term ending at the Company’s 2017 Annual Meeting of Shareholders. Mr. Harding is an “independent director” under the Nasdaq Listing Rules and also qualifies as an “audit committee financial expert.” In connection with his election, the Compensation Committee recommended and the Board of Directors of the Company granted an award to Roger Harding of restricted stock under the Company’s 2007 Stock Compensation Plan on the effective date of his election, with a value of $10,000 as of the date of the grant, with the restrictions on the restricted stock lapsing on the first business day prior to the 2017 Annual Meeting of Shareholders. The Company also announced the election of Mr. Harding through the press release attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 99.1 Press Release issued by Clearfield, Inc. on July 14, 2016.
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.
| Clearfield, Inc. | ||
| Date: July 14, 2016 | By: | /s/ Cheryl P. Beranek |
| Cheryl P. Beranek | ||
| Chief Executive Officer | ||
EXHIBIT 99.1
Clearfield Appoints Roger Harding, Former Senior Executive at Alcatel-Lucent, to Board of Directors
MINNEAPOLIS, July 14, 2016 (GLOBE NEWSWIRE) -- Clearfield, Inc. (NASDAQ:CLFD), the specialist in fiber management and connectivity platforms for communications providers, has appointed Roger Harding to the board of directors, effective on July 14, 2016. With this appointment, Clearfield’s board now consists of five independent directors and one inside director.
Harding brings to the board more than 35 years of executive experience in the networking industry, having served in multiple leadership roles at Alcatel-Lucent, a leading IP networking, ultra-broadband access, and cloud technology specialist, as well as a subsidiary of Nokia Corporation. In his most recent role at Alcatel-Lucent, Harding managed the $1.5 billion Global Switching and Classic Products business, cutting supply chain costs by 40% during his tenure. Harding also launched the startup of Alcatel-Lucent’s remanufacturing line of business, scaling its revenues to $400 million.
Harding received a BA in Business Administration and Management from the University of Central Oklahoma and attended several executive management programs at leading institutions, including Duke University, Harvard University, and the Wharton School of Business.
“On behalf of everyone at Clearfield, I am excited to welcome Roger, who has spent his entire career helping technology organizations transform, expand, and achieve their business and operational objectives,” said company CEO Cheri Beranek. “Roger brings tremendous insight into the constantly evolving communications market and possesses a genuine interest in understanding the ways to cost-effectively deploy fiber in any environment and for any customer. We look forward to his guidance and contributions, as we continue our progress toward becoming the leading fiber management provider for the wireline, wireless, and cable TV markets.”
Harding commented: “There are very few fiber-focused companies with the same field expertise and strategic vision as Clearfield, which is why it is truly a pleasure to be a part of the company as it enters a new stage of development. Having more than three decades of experience in the networking business, I believe I can help the organization build on its strong momentum of delivering fiber to truly anywhere.”
About Clearfield
Clearfield, Inc. (NASDAQ:CLFD) designs, manufactures and distributes fiber optic management products for the communications networks of leading incumbent local exchange carriers (ILECs) and competitive local exchange carriers (CLECs), MSO/cable TV companies and mobile broadband providers. The company helps service providers solve the Fiber Puzzle, which is how to reduce high costs associated with deploying, managing, protecting and scaling a fiber optic network to deliver the mobile, residential and business services customers want. Based on the patented Clearview™ Cassette, Clearfield’s unique single-architected, modular fiber management platform is designed to lower the cost of broadband deployment and maintenance by consolidating, protecting and distributing incoming and outgoing fiber circuits and enabling its customers to scale their operations as their subscriber revenues increase. Headquartered in Minneapolis, MN, Clearfield deploys more than a million fiber ports each year. For more information, visit www.seeclearfield.com.
Investor Contact:
Matt Glover and Najim Mostamand
Liolios Group, Inc.
949-574-3860
CLFD@liolios.com