DEFA14A 1 defa14a_011325.htm FORM DEFA14A

UNITED STATES

SECURITIES 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

CLEARFIELD, INC.
(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

Your Vote Counts! CLEARFIELD, INC. 7050 WINNETKA AVE N. SUITE 100 BROOKLYN PARK, MN 55428 CLEARFIELD, INC. 2025 Annual Meeting Vote by February 26, 2025 11:59 PM ET You invested in CLEARFIELD, INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the shareholder meeting to be held on February 27, 2025. Get informed before you vote View the Notice and Proxy Statement and Form 10 - K online OR you can receive a free paper or email copy of the material(s) by requesting prior to February 13, 2025. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1 - 800 - 579 - 1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. Vote Virtually at the Meeting* February 27, 2025 2:00 PM CT Virtually at: www.virtualshareholdermeeting.com/CLFD2025 *Please check the meeting materials for any special requirements for meeting attendance. Smartphone users Point your camera here and vote without entering a control number For complete information and to vote, visit www.ProxyVote.com Control # V60071 - P22158

Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. V60072 - P22158 For 1. Election of Directors Nominees: 1a. Cheryl Beranek For Charles N. Hayssen 1b. For Donald R. Hayward 1c. For Walter L. Jones, Jr. 1d. For Catherine T. Kelly 1e. For Ronald G. Roth 1f. For Ademir Sarcevic 1g. For Carol A. Wirsbinski 1h. For 2. Approve, on a non - binding advisory basis, the compensation paid to named executive officers. For 3. Ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for Clearfield, Inc. for the fiscal year ending September 30, 2025. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Voting Items Board Recommends Vote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters.