CLEARFIELD, INC. (NASDAQ:CLFD) Files An 8-K Submission of Matters to a Vote of Security Holders
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 23, 2017. Of the 14,134,020 shares
of the Companys common stock outstanding and entitled to vote,
12,123,601 shares, or 85.78%, were present either in person or by
proxy.
The following describes the matters considered by the Companys
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 six (6) 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 | 6,981,268 | 576,374 | 4,565,959 |
Cheryl Beranek | 7,543,085 | 14,557 | 4,565,959 |
Roger Harding | 7,372,153 | 185,489 | 4,565,959 |
Donald R. Hayward | 7,027,257 | 530,385 | 4,565,959 |
Charles N. Hayssen | 7,540,585 | 17,057 | 4,565,959 |
Patrick Goepel | 6,975,800 | 581,842 | 4,565,959 |
2.To approve 2007 Stock Compensation Plan increase authorized
shares by 1,000,000.
For | Against | Abstain | Broker Non-Vote |
5,516,362 | 2,012,095 | 29,185 | 4,565,959 |
3.Advisory vote to approve named executive officer compensation.
For | Against | Abstain | Broker Non-Vote |
7,435,963 | 88,570 | 33,109 | 4,565,959 |
4.Advisory vote on frequency of non-binding vote on executive
compensation.
1 Year | 2 Years | 3 Years | Abstain | Broker Non-Vote | |
6,584,031 | 90,347 | 851,358 | 31,906 | 4,565,959 |
5.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, 2017.
For | Against | Abstain | Broker Non-Vote |
12,084,193 | 9,337 | 30,071 |
As a result, all nominees identified in Proposal 1 were elected
as directors and Proposals 2, 3 and 5 were approved. As a result
of the approval of Proposal 2 at the Companys 2017 Annual Meeting
of Shareholders, the December 23, 2016 amendments to the 2007
Stock Compensation Plan became effective. For Proposal 4, the
shareholders have selected by a plurality of the votes cast at
the Annual Meeting a frequency of every year, which was the
recommendation of the Companys Board of Directors. Accordingly,
the Board of Directors intends to submit say-on-pay votes on
executive compensation to its shareholder every year in
accordance with the shareholder vote at the 2017 Annual Meeting
of Shareholders.
Item 9.01 | Financial Statements and Exhibits. |
Exhibit No. | Description | |
10.1 |
2007 Stock Compensation Plan as amended through December 23, 2016 (incorporated by reference to Appendix A to the Companys proxy statement for the 2017 Annual Meeting of Shareholders held on February 23, 2017). |
About CLEARFIELD, INC. (NASDAQ:CLFD)
Clearfield, Inc. manufactures, markets and sells fiber management and enclosure platform that consolidates, distributes and protects fiber as it moves from the inside plant to the outside plant and all the way to the home, business and cell site. The Company’s products include Clearview Cassette, which is the building block of its product platform; Connectivity and Optical Components; FieldSmart, which is a series of panels, cabinets, wall boxes and other enclosures that house the Clearview components; FieldShield, which is a fiber delivery method for broadband deployment; CraftSmart, which is a line of optical protection field enclosures, and Cable Assemblies. Its products are sold across broadband service providers, including traditional telephone companies, competitive local exchange carriers, multiple service operators (cable television), wireless service providers, and municipal-owned utilities that utilize fiber in their service offerings to businesses and consumers. CLEARFIELD, INC. (NASDAQ:CLFD) Recent Trading Information
CLEARFIELD, INC. (NASDAQ:CLFD) closed its last trading session up +0.12 at 16.30 with 50,764 shares trading hands.