Item 2.02. Results of Operations and Financial Condition.

On November 8, 2012, Clearfield, Inc. (the "Company") issued a press release announcing the results of its fourth quarter and fiscal year ended September 30, 2012. A copy of that press release is furnished hereto as Exhibit 99.1 and is hereby incorporated by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

FY 2012 Cash Bonus Program

On November 6, 2011, the Compensation Committee (the "Committee") of the Board of Directors of the Company approved a cash bonus program for fiscal year 2012
(the "2012 Bonus Program"). The current executive officers (the "Executives")
that participated in the 2012 Bonus Program are: Cheryl P. Beranek, Chief Executive Officer; John P. Hill, Chief Operating Officer; and Daniel R. Herzog, Chief Financial Officer.

The performance goal under the 2012 Bonus Program for the Executives consisted of the Company's net income for fiscal year 2012 from continuing operations, excluding taxes, interest income or expense, and any bonus amounts ("FY12 ICO").

On November 6, 2012, the Compensation Committee determined the bonus pool amounts available under the 2012 Bonus Program based upon FY2012 ICO, which met the amount set by the Compensation Committee. Amounts from the bonus pool created by the 2012 Bonus Program were allocated by the Company's management among eligible non-executive officer employees. On November 6, 2012, the Compensation Committee approved the following payouts to the Executives from the amounts remaining in the bonus pool: Ms. Beranek, $200,000; Mr. Hill, $185,000 and Mr. Herzog $40,000.

Item 9.01. Financial Statements and Exhibits.

(c) The following exhibit is being furnished herewith:

99.1 Press release dated November 8, 2012

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