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 25, 2016
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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.
The Annual Meeting of Shareholders of Clearfield, Inc. (the “Company”) was held on February 25, 2016. Of the 13,693,853 shares of the Company’s common stock outstanding and entitled to vote, 11,663,289 shares, or 85.17%, 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 that resulted in approval of each nominee and each other proposal:
1. To elect five (5) 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 |
| Ronald G. Roth | 6,866,882 | 42,064 | 4,754,343 |
| Cheryl Beranek | 6,869,800 | 39,146 | 4,754,343 |
| Donald R. Hayward | 6,841,906 | 67,040 | 4,754,343 |
| Charles N. Hayssen | 6,861,324 | 47,622 | 4,754,343 |
| Patrick Goepel | 6,863,700 | 45,246 | 4,754,343 |
2. To approve the Amended and Restated Bylaws of the Company.
| For | Against | Abstain | Broker Non-Vote |
| 5,773,907 | 1,127,175 | 7,864 | 4,754,343 |
3. To ratify the appointment of Baker Tilly Virchow Krause, LLP as the independent registered public accounting firm for the Company for the fiscal year ending September 30, 2016.
| For | Against | Abstain | Broker Non-Vote |
| 11,621,743 | 22,321 | 19,225 | 0 |
As a result, all nominees identified in Proposal 1 were elected as directors and Proposals 2 and 3 were approved.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Bylaws of Clearfield, Inc., as adopted February 25, 2016 |
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 26, 2016 | By: | /s/ Daniel Herzog |
| Daniel Herzog, Chief Financial Officer |