UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 |