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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 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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Entity Central Index Key 0000796505
Entity Tax Identification Number 41-1347235
Entity Incorporation, State or Country Code MN
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Entity Address, Address Line Two Suite 100
Entity Address, City or Town Brooklyn Park
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Title of 12(b) Security Common Stock, $0.01 par value
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