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Clearfield, Inc.

For the period ended Feb 26, 2026. Filed Jan 15, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Feb 26, 2026 · Filed Jan 15, 2026

CLFD$28.63-0.3%Stored close · as of Nov 6, 2026
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UNITED STATES

AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

**SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to SS.240.14a-11(c) or SS.240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

7050 Winnetka Avenue North, Suite 100

Brooklyn Park, Minnesota 55428

(763) 476-6866

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held February 26, 2026

____________________

TO THE SHAREHOLDERS OF CLEARFIELD, INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Clearfield, Inc., a Minnesota corporation, will be held on Thursday, February 26, 2026, at 2:00 p.m. Central Standard Time for the following purposes:

1.Elect eight (8) directors to serve until the next Annual Meeting of the Shareholders or until their respective successors have been elected and qualified.
2.To approve, on a non-binding advisory basis, the compensation paid to our named executive officers.
3.Ratify and confirm the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for Clearfield, Inc. for the fiscal year ended September 30, 2026.

THE 2026 ANNUAL MEETING OF SHAREHOLDERS WILL BE A VIRTUAL MEETING OF SHAREHOLDERS.

You may attend the online meeting and vote your shares electronically during the meeting via the internet by visiting: www.virtualshareholdermeeting.com/CLFD2026. You will need the 16-digit control number that is printed on your notice of internet availability of proxy materials or the box marked by the arrow on your proxy card or on the voting instructions that accompanied your proxy materials. We recommend that you log in at least 15 minutes before the meeting to ensure that you are logged in when the meeting starts.

Only holders of record of Clearfield, Inc.’s common stock at the close of business on December 29, 2025 are entitled to notice of, and to vote at, the Annual Meeting.

By Order of the Board of Directors

/s/ Frank J. Brixius Jr.

Frank J. Brixius Jr.

Secretary

January 15, 2026

WHETHER OR NOT YOU EXPECT TO ATTEND THE ONLINE MEETING, PLEASE VOTE YOUR SHARES AS PROMPTLY AS POSSIBLE.

IMPORTANT NOTICE REGARDING AVAILABILITY

OF PROXY MATERIALS FOR THE

2026 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON THURSDAY, FEBRUARY 26, 2026

We are making our proxy materials available electronically via the Internet. You may access the following proxy materials at www.proxyvote.com:

— Notice of 2026 Annual Meeting of Shareholders to be held on Thursday, February 26, 2026;

— Proxy Statement for 2026 Annual Meeting of Shareholders; and

— Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

On or about January 15, 2026, we mailed to some of our shareholders a notice of internet availability containing instructions on how to access our proxy materials, including our proxy statement and our annual report. The notice of internet availability includes instructions to vote via the Internet, as well as how to request paper or e-mail copies of our proxy materials. Other shareholders received an e-mail notification that provided instructions on how to access our proxy materials and vote via the Internet or were mailed paper copies of our proxy materials and a proxy card that provides instructions for voting via the Internet, by telephone or by mail.

If you received the notice of internet availability and would prefer to receive printed proxy materials, please follow the instructions included in the notice of internet availability. If you have previously elected to receive our proxy materials electronically, you will continue to receive e-mails with instructions to access these materials via the Internet unless you elect otherwise.

These proxy materials are available free of charge and will remain available through the conclusion of the Annual Meeting. Additionally, we will not collect information, such as “cookies,” that would allow us to identify visitors to the site.

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TABLE OF CONTENTS

Page

PROXY STATEMENT1
Solicitation of Proxies1
About the Virtual Annual Meeting1
Cost and Method of Solicitation1
Record Date and Outstanding Shares1
Differences Between Shareholders of Record and Beneficial Owners1
Quorum and Voting Requirements2
How to Vote Your Shares2
Revoking a Proxy3
OWNERSHIP OF VOTING SECURITIES BY PRINCIPAL HOLDERS AND MANAGEMENT4
DELINQUENT SECTION 16(A) REPORTS5
PROPOSAL 1: ELECTION OF DIRECTORS5
Information Regarding Nominees5
Vote Required for Proposal 110
PROPOSAL 2: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION10
Vote Required for Proposal 211
EQUITY COMPENSATION PLAN INFORMATION11
CORPORATE GOVERNANCE HIGHLIGHTS12
Our Corporate Governance Practices12
Shareholder Engagement12
CORPORATE GOVERNANCE14
Board Independence14
Committees of the Board of Directors and Committee Independence14
Compensation Committee Interlocks and Insider Participation16
Board Leadership Structure16
Board’s Role in Risk Oversight16
Corporate Responsibility and Sustainability17
Director Nominations17
Board and Committee Evaluations20
Board Succession Planning20
Board Attendance at Board, Committee and Annual Shareholder Meetings20
Communications with Directors21
Code of Ethics21
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS22
EXECUTIVE OFFICERS22
EXECUTIVE COMPENSATION23
Compensation Discussion and Analysis23
Compensation Committee Report33
Summary Compensation Table34
Grants of Plan-Based Awards in Fiscal Year 202535
Outstanding Equity Awards at Fiscal Year-End36
Option Exercises and Stock Vested in Fiscal 202537
Employment Arrangements with Named Executive Officers37
CEO Pay Ratio42
Pay Versus Performance43
DIRECTOR COMPENSATION47
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS48
Vote Required for Proposal 348
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS48
Accountant Fees and Services49
Audit Committee Pre-Approval Procedures49
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS49
SHAREHOLDER PROPOSALS AND SHAREHOLDER NOMINEES FOR 2027 ANNUAL MEETING50
OTHER BUSINESS50

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7050 Winnetka Avenue North, Suite 100

Brooklyn Park, Minnesota 55428

(763) 476-6866

**PROXY STATEMENT

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.