UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
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Items under Sections 1, 3, 4, and 6 through 8 are not applicable and therefore omitted.
On November 4, 2021, Clearfield, Inc. (the “Company”) issued a press release announcing the results of its fourth quarter and fiscal year ended September 30, 2021. A copy of that press release is furnished hereto as Exhibit 99.1 and is hereby incorporated by reference. Also furnished hereto as Exhibit 99.2 is the slide presentation used by Cheryl Beranek, the Company’s President and Chief Executive Officer, and Daniel Herzog, the Company’s Chief Financial Officer, during the live webcast of a telephone conference relating to the fourth quarter and fiscal year ended September 30, 2021 results.
FY 2021 Cash Bonus Program
On December 10, 2020, the Board of Directors of the Company approved a cash bonus program for fiscal year 2021 for company employees (the “2021 Bonus Program”) that was recommended by the Company’s Compensation Committee. The current executive officers (the “Executives”) that participated in the 2021 Bonus Program are: Cheryl Beranek, Chief Executive Officer; John Hill, Chief Operating Officer; and Daniel Herzog, Chief Financial Officer.
Under the 2021 Bonus Program, the Compensation Committee determined three performance goals relating to the Company’s revenue for fiscal year 2021, as well as the cash bonus that each Executive could earn as a percentage of her or his base salary for achievement of each of the three performance goals. Additionally, under the 2021 Bonus Program, the Compensation Committee determined that for the purpose of determining revenue achievement above the first level of revenue performance, the achievement of gross profit percentage in excess of a minimum amount set by the Compensation Committee would increase the revenue deemed achieved by the Company for fiscal year 2021 based on a formula.
On November 2, 2021, the Compensation Committee determined that the Company’s 2021 revenue resulted in achievement exceeding the highest revenue performance goal determined by the Compensation Committee and the gross profit percentage also exceeded the minimum amount set by the Compensation Committee. On November 2, 2021, the Compensation Committee approved payouts to the Executives under the 2021 Bonus Program of 255.0% of the base salary of Ms. Beranek and Mr. Hill, or $922,000 for each, and 127.0% of the base salary for Mr. Herzog, or $306,000.
FY 2022 Base Salaries
On November 2, 2021, the Board of Directors of Company approved, based on the recommendation of the Compensation Committee, increases in the annual base salaries of the Executives for fiscal year 2022 to the following amounts: Cheryl Beranek, Chief Executive Officer, $374,414, or a 3.5% increase; John Hill, Chief Operating Officer, $374,414, or a 3.5% increase; and Daniel Herzog, Chief Financial Officer, $248,433, or a 3.5% increase.
The following exhibits are being furnished herewith:
| 99.1 | Press release dated November 4, 2021 | |||
| 99.2 | Presentation for November 4, 2021 Live Webcast of Telephone Conference | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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. | ||
| Date: November 4, 2021 | By: | /s/ Cheryl Beranek |
| Cheryl Beranek | ||
| Chief Executive Officer | ||