UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 (§240.12b-2 of this chapter).
Emerging growth company
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Items under Sections 1 through 4 and Sections 6 through 8 are not applicable and therefore omitted.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On February 22, 2024, the Company held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). Of the 14,989,567 shares of the Company’s common stock outstanding and entitled to vote, 11,149,675 shares, or 74.38%, 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 2024 Annual Meeting, filed with the Securities and Exchange Commission on January 11, 2024.
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 | 9,285,469 | 131,721 | 63,630 | 1,668,855 |
| Ronald G. Roth | 9,033,884 | 386,681 | 60,255 | 1,668,855 |
| Patrick F. Goepel | 9,189,858 | 226,228 | 64,734 | 1,668,855 |
| Roger G. Harding | 9,369,208 | 50,542 | 61,070 | 1,668,855 |
| Charles N. Hayssen | 9,268,544 | 151,205 | 61,071 | 1,668,855 |
| Donald R. Hayward | 8,897,561 | 500,715 | 82,544 | 1,668,855 |
| Walter L. Jones, Jr. | 9,114,422 | 301,706 | 64,692 | 1,668,855 |
| Carol A. Wirsbinski | 9,113,375 | 304,950 | 62,495 | 1,668,855 |
Proposal 2
To approve, on a non-binding advisory basis, the compensation paid to our named executive officers.
| For | Against | Abstain | Broker Non-Vote |
| 8,941,891 | 467,437 | 71,492 | 1,668,855 |
Proposal 3
To ratify and confirm the appointment of Baker Tilly US, LLP as the independent registered public accounting firm for the Company for the fiscal year ending September 30, 2024.
| For | Against | Abstain |
| 11,091,725 | 21,447 | 36,503 |
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 Baker Tilly US, LLP as the independent registered public accounting firm for the Company for the fiscal year ending September 30, 2024.
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. | ||
| Dated: February 26, 2024 | By: | /s/ Daniel Herzog |
| Daniel Herzog, Chief Financial Officer |