Clearfield (CLFD) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for February 26, 2026, to elect eight directors, approve executive compensation on an advisory basis, and ratify Deloitte & Touche LLP as independent auditors for FY 2026.

• Only shareholders of record as of December 29, 2025, are entitled to vote; meeting will be held virtually.

• Proxy materials, including the annual report and proxy statement, are available online, with options for electronic or paper delivery.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of eight directors, (2) advisory approval of executive compensation, and (3) ratification of Deloitte & Touche LLP as auditors.

• Directors are elected by plurality; in uncontested elections, nominees not receiving a majority must tender resignation.

• Shareholder proposals for the 2027 meeting must be submitted by September 17, 2026, with detailed requirements for nominations and proposals.

Board of directors and corporate governance

• Board will be reduced from ten to eight directors following retirements; seven of eight nominees are independent.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all with independent chairs.

• Annual board and committee evaluations, succession planning, and robust shareholder engagement are emphasized.

• Proxy access and special meeting rights are available to shareholders; no poison pill in place.