Clearfield Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Leadership Update, Financial Statements and Exhibits
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On November 7, 2024, Clearfield, Inc. (the “Company”) issued a press release announcing the results of its fourth quarter and fiscal year ended September 30, 2024. A copy of that press release is furnished hereto as Exhibit 99.1 and is hereby incorporated by reference. The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any Company filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
On November 5, 2024, the Board of Directors (the “Board”) of the Company appointed Ms. Catherine T. Kelly and Mr. Ademir Sarcevic to serve as directors of the Company, effective December 11, 2024. Ms. Kelly has been appointed to serve on the Board’s Audit Committee and Nominating and Corporate Governance Committee, effective December 11, 2024. Mr. Sarcevic has been appointed to serve on the Board’s Audit Committee and Compensation Committee, effective December 11, 2024. In connection with their appointments, Ms. Kelly and Mr. Sarcevic will be receiving the standard director compensation as referenced in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders.
On November 1, 2024, the Compensation Committee of the Board approved discretionary cash bonuses to the Company’s named executive officers, who are Cheryl Beranek, President and Chief Executive Officer, Daniel R. Herzog, Chief Financial Officer, and John P. Hill, Chief Operating Officer. The Compensation Committee awarded the bonuses to the named executive officers in recognition of their significant efforts and contributions during fiscal 2024 in: (1) establishing and building the infrastructure necessary to produce the Company’s FieldShield® fiber optic cable in the U.S. to support customers that are, or will be, subject to the Build America, Buy America Act requirements of the Broadband Equity, Access, and Deployment (BEAD) Program over the next several years; and (2) establishing inventory management processes to utilize and significantly reduce the Company’s excess inventory to contribute to positive cashflow from operations and improve liquidity while existing customer excess inventory levels are worked down during the post-pandemic environment. The Compensation Committee believes these efforts and contributions will help position the Company for future growth as the industry recovers. The amounts of the cash bonuses are as follows: Ms. Beranek, $140,250; Mr. Herzog, $112,200; and Mr. Hill, $140,250.
(d) Exhibits.
| Exhibit No. | Description | |||
| 99.1 | Press Release dated November 7, 2024 | |||
| 99.2 | Press Release dated November 6, 2024 | |||
| 104 | Cover Page Interactive Data File (embedded 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. | ||
| Date: November 7, 2024 | By: | /s/ Cheryl Beranek |
| Cheryl Beranek | ||
| Chief Executive Officer | ||