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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 25, 2024

 

Clearfield, Inc.

(Exact name of registrant as specified in charter)

 

Minnesota   000-16106   41-1347235

(State or other jurisdiction of incorporation)

 

  (Commission File Number)   (IRS Employer Identification No.)

 

7050 Winnetka Avenue North, Suite 100, Brooklyn Park, MN   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(s) 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ☐

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On November 25, 2024, the Compensation Committee of the Board of Directors of Clearfield, Inc. (the “Company”) approved and adopted a new form of Performance Stock Unit Award Agreement (the “Award Agreement”) with respect to the granting of performance-based stock units (“PSUs”) under the Clearfield, Inc. 2022 Stock Compensation Plan (the “Plan”). The Award Agreement sets forth the standard terms and conditions that apply to grants of PSUs under the Plan that vest over a multi-year period subject to attainment of one or more performance goals established by the Compensation Committee. The Award Agreement will be first used for awards of PSUs to executive officers with respect to the fiscal year 2025 performance period.

 

The foregoing summary of the Award Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Award Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No. Description

 

10.1Clearfield, Inc. Performance Stock Unit Award Agreement Adopted November 25, 2024.

 

104Cover Page Interactive Data File (included 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.
     
  By: /s/ Cheryl Beranek
Dated: November 26, 2024   Cheryl Beranek, Chief Executive Officer