0001171843-20-001383.txt : 20200228 0001171843-20-001383.hdr.sgml : 20200228 20200228161837 ACCESSION NUMBER: 0001171843-20-001383 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200227 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20200228 DATE AS OF CHANGE: 20200228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Clearfield, Inc. CENTRAL INDEX KEY: 0000796505 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 411347235 STATE OF INCORPORATION: MN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16106 FILM NUMBER: 20670398 BUSINESS ADDRESS: STREET 1: 7050 WINNETKA AVE. N. STREET 2: SUITE 100 CITY: BROOKLYN PARK STATE: MN ZIP: 55428 BUSINESS PHONE: 763-476-6866 MAIL ADDRESS: STREET 1: 7050 WINNETKA AVE. N. STREET 2: SUITE 100 CITY: BROOKLYN PARK STATE: MN ZIP: 55428 FORMER COMPANY: FORMER CONFORMED NAME: APA Enterprises, Inc. DATE OF NAME CHANGE: 20041116 FORMER COMPANY: FORMER CONFORMED NAME: APA OPTICS INC /MN/ DATE OF NAME CHANGE: 19920703 8-K 1 f8k_022820.htm FORM 8-K

 

 

 

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: February 27, 2020

(Date of earliest event reported)

 

CLEARFIELD, INC.

(Exact Name of Registrant as Specified in Charter)

 

Minnesota

(State or Other Jurisdiction of Incorporation)

 

0-16106 41-1347235
(Commission File No.) (IRS Employer Identification No.)

 

7050 Winnetka Avenue North, Suite 100, Brooklyn Park, Minnesota 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)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, $0.01 par value CLFD The NASDAQ Stock Market LLC

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 9 are not applicable and therefore omitted.

 

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

 

The Annual Meeting of Shareholders of Clearfield, Inc. (the “Company”) was held on February 27, 2020. Of the 13,657,459 shares of the Company’s common stock outstanding and entitled to vote, 11,070,723 shares, or 81.05%, were present either in person or by proxy.

 

The following describes the matters considered by the Company’s shareholders at the Annual Meeting, as well as the results of the votes cast at the meeting that resulted in approval of each nominee and each other proposal:

 

1.       To elect six (6) 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 Withheld Broker Non-Vote
Ronald G. Roth 7,480,376 316,984 3,273,363
Cheryl Beranek 7,409,515 387,845 3,273,363
Roger Harding 7,704,812 92,548 3,273,363
Donald R. Hayward 6,654,083 1,143,277 3,273,363
Charles N. Hayssen 7,719,997 77,363 3,273,363
Patrick Goepel 7,516,365 280,995 3,273,363

 

2.       To approve 2010 Employee Stock Purchase Plan & increase authorized shares by 200,000.

 

For Against Abstain Broker Non-Vote
7,439,420 341,412 16,528 3,273,363

 

 

3.       Advisory vote to approve named executive officer compensation.

 

For Against Abstain Broker Non-Vote
5,030,935 2,736,419 30,006 3,273,363

 

 

4.       To ratify the appointment of Baker Tilly Virchow Krause, LLP as the independent registered public accounting firm for the Company for the fiscal year ending September 30, 2020.

 

For Against Abstain Broker Non-Vote
11,041,966 890 27,867 -

 

As a result, all nominees identified in Proposal 1 were elected as directors and Proposals 2, 3 and 4 were approved.  

 

 

 

 

 

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 28, 2020 By: /s/ Daniel Herzog  
    Daniel Herzog, Chief Financial Officer