Current Report Filing (8-k)
February 28 2022 - 5:16PM
Edgar (US Regulatory)
0000796505
false
0000796505
2022-02-24
2022-02-24
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: February 24, 2022
(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)
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 |
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 (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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers |
Effective immediately following
the 2022 Annual Meeting of Shareholders of Clearfield, Inc. (the “Company”), the Company’s Board of Directors, upon
recommendation of the Nominating and Corporate Governance Committee, set the composition of each of the committees of the Board of Directors,
including adding Walter L. Jones, Jr. and Carol A. Wirsbinski to committees. Accordingly, the committees composition is as follows:
Audit Committee |
Compensation Committee |
Nominating and Corporate Governance Committee |
Charles N. Hayssen (chair) |
Ronald G. Roth (chair) |
Donald R. Hayward (chair) |
Patrick Goepel |
Patrick Goepel |
Walter L. Jones, Jr. |
Roger Harding |
Roger Harding |
Ronald G. Roth |
Walter L. Jones, Jr. |
Donald R. Hayward |
|
Carol A. Wirsbinski |
Carol A. Wirsbinski |
|
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting of Shareholders
of the Company was held on February 24, 2022. Of the 13,754,785 shares of the Company’s common stock outstanding and entitled to
vote, 10,817,718 shares, or 78.64%, 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:
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 |
Withheld |
Broker Non-Vote |
Cheryl Beranek |
8,682,169 |
42,760 |
2,092,789 |
Ronald G. Roth |
8,556,761 |
168,168 |
2,092,789 |
Patrick Goepel |
8,643,202 |
81,727 |
2,092,789 |
Roger Harding |
8,629,810 |
95,119 |
2,092,789 |
Charles N. Hayssen |
8,633,504 |
91,425 |
2,092,789 |
Donald R. Hayward |
8,523,197 |
201,732 |
2,092,789 |
Walter L. Jones, Jr. |
8,708,840 |
16,089 |
2,092,789 |
Carol A. Wirsbinski |
8,708,937 |
15,992 |
2,092,789 |
2. To
approve, on a non-binding advisory basis, the compensation paid to our named executive officers.
For |
Against |
Abstain |
Broker Non-Vote |
7,843,860 |
750,245 |
130,824 |
2,092,789 |
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, 2022.
For |
Against |
Abstain |
Broker Non-Vote |
10,756,395 |
8,793 |
52,530 |
- |
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.
|
|
CLEARFIELD, INC. |
|
|
|
Dated: February 28, 2022 |
By: |
/s/ Daniel Herzog |
|
|
Daniel Herzog, Chief Financial Officer |
Clearfield (NASDAQ:CLFD)
Historical Stock Chart
From Jun 2024 to Jul 2024
Clearfield (NASDAQ:CLFD)
Historical Stock Chart
From Jul 2023 to Jul 2024