Current Report Filing (8-k)
February 26 2021 - 1:35PM
Edgar (US Regulatory)
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 25, 2021
(Date of earliest event reported)
CLEARFIELD, INC.
(Exact Name of Registrant as Specified in Charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
0-16106
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41-1347235
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(Commission File No.)
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(IRS Employer Identification No.)
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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)
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))
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.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The Annual Meeting of Shareholders of Clearfield,
Inc. (the “Company”) was held on February 25, 2021. Of the 13,712,895 shares of the Company’s common stock outstanding
and entitled to vote, 10,607,131 shares, or 77.35%, 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
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For
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Withheld
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Broker Non-Vote
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Ronald G. Roth
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6,870,003
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1,872,644
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1,864,484
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Cheryl Beranek
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8,669,330
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73,317
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1,864,484
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Roger Harding
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6,934,580
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1,808,067
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1,864,484
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Donald R. Hayward
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6,106,956
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2,635,691
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1,864,484
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Charles N. Hayssen
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8,686,270
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56,377
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1,864,484
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Patrick Goepel
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6,974,624
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1,768,023
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1,864,484
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2. Advisory vote
to approve named executive officer compensation.
For
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Against
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Abstain
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Broker Non-Vote
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5,437,282
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3,133,903
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171,462
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1,864,484
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3. To ratify
the appointment of Baker Tilly US, LLP as the independent registered public accounting firm for the Company for the fiscal year
ending September 30, 2021.
For
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Against
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Abstain
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Broker Non-Vote
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10,572,423
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13,746
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20,962
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-
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As a result, all nominees identified in Proposal 1 were elected as
directors and Proposals 2 and 3 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.
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CLEARFIELD, INC.
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Dated: February 26, 2021
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By:
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/s/ Daniel Herzog
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Daniel Herzog, Chief Financial Officer
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