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    Clearfield Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    3/3/25 12:00:39 PM ET
    $CLFD
    Telecommunications Equipment
    Utilities
    Get the next $CLFD alert in real time by email
    false 0000796505 0000796505 2025-02-27 2025-02-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

    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 27, 2025

     

    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 1934 (§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 27, 2025, the Company held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). Of the 14,126,604 shares of the Company’s common stock outstanding and entitled to vote, 10,489,751 shares, or 74.25%, 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 2025 Annual Meeting, filed with the Securities and Exchange Commission on January 16, 2025.

     

    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 8,929,600 119,825 3,646 1,436,680
    Charles N. Hayssen 8,827,841 194,882 30,348 1,436,680
    Donald R. Hayward 8,788,603 258,895 5,573 1,436,680
    Walter L. Jones, Jr. 8,896,217 151,280 5,574 1,436,680
    Catherine T. Kelly 8,909,985 106,920 36,166 1,436,680
    Ronald G. Roth 8,693,328 327,635 32,108 1,436,680
    Ademir Sarcevic 9,013,534 33,718 5,819 1,436,680
    Carol A. Wirsbinski 8,883,302 158,670 11,099 1,436,680

     

    Proposal 2

     

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

     

    For Against Abstain Broker Non-Vote
    8,763,947 238,268 50,856 1,436,680

     

    Proposal 3

     

    To ratify and confirm the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the fiscal year ending September 30, 2025.

     

    For Against Abstain
    10,456,105 22,577 11,069

     

    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 Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the fiscal year ending September 30, 2025.

     

     

     

    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: March 3, 2025 By: /s/ Daniel Herzog
        Daniel Herzog, Chief Financial Officer

     

     

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