Clearfield, Inc.
For the period ended Feb 26, 2026. Filed Jan 15, 2026.
View on SEC.govAbout 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
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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 STATEMENT | 1 |
|---|---|
| Solicitation of Proxies | 1 |
| About the Virtual Annual Meeting | 1 |
| Cost and Method of Solicitation | 1 |
| Record Date and Outstanding Shares | 1 |
| Differences Between Shareholders of Record and Beneficial Owners | 1 |
| Quorum and Voting Requirements | 2 |
| How to Vote Your Shares | 2 |
| Revoking a Proxy | 3 |
| OWNERSHIP OF VOTING SECURITIES BY PRINCIPAL HOLDERS AND MANAGEMENT | 4 |
| DELINQUENT SECTION 16(A) REPORTS | 5 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 5 |
| Information Regarding Nominees | 5 |
| Vote Required for Proposal 1 | 10 |
| PROPOSAL 2: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION | 10 |
| Vote Required for Proposal 2 | 11 |
| EQUITY COMPENSATION PLAN INFORMATION | 11 |
| CORPORATE GOVERNANCE HIGHLIGHTS | 12 |
| Our Corporate Governance Practices | 12 |
| Shareholder Engagement | 12 |
| CORPORATE GOVERNANCE | 14 |
| Board Independence | 14 |
| Committees of the Board of Directors and Committee Independence | 14 |
| Compensation Committee Interlocks and Insider Participation | 16 |
| Board Leadership Structure | 16 |
| Board’s Role in Risk Oversight | 16 |
| Corporate Responsibility and Sustainability | 17 |
| Director Nominations | 17 |
| Board and Committee Evaluations | 20 |
| Board Succession Planning | 20 |
| Board Attendance at Board, Committee and Annual Shareholder Meetings | 20 |
| Communications with Directors | 21 |
| Code of Ethics | 21 |
| REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 22 |
| EXECUTIVE OFFICERS | 22 |
| EXECUTIVE COMPENSATION | 23 |
| Compensation Discussion and Analysis | 23 |
| Compensation Committee Report | 33 |
| Summary Compensation Table | 34 |
| Grants of Plan-Based Awards in Fiscal Year 2025 | 35 |
| Outstanding Equity Awards at Fiscal Year-End | 36 |
| Option Exercises and Stock Vested in Fiscal 2025 | 37 |
| Employment Arrangements with Named Executive Officers | 37 |
| CEO Pay Ratio | 42 |
| Pay Versus Performance | 43 |
| DIRECTOR COMPENSATION | 47 |
| PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS | 48 |
| Vote Required for Proposal 3 | 48 |
| RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS | 48 |
| Accountant Fees and Services | 49 |
| Audit Committee Pre-Approval Procedures | 49 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 49 |
| SHAREHOLDER PROPOSALS AND SHAREHOLDER NOMINEES FOR 2027 ANNUAL MEETING | 50 |
| OTHER BUSINESS | 50 |
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7050 Winnetka Avenue North, Suite 100
Brooklyn Park, Minnesota 55428
(763) 476-6866
**PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.