UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

_______________________

 

Date of Report

(Date of earliest event reported): April 26, 2024

 

 

Badger Meter, Inc.

(Exact name of registrant as specified in its charter)

 

 

Wisconsin	1-6706	39-0143280
(State or other jurisdiction Of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

4545 W. Brown Deer Rd., Milwaukee, Wisconsin 53223

(Address of principal executive offices, including zip code)

 

(414) 355-0400

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

_______________________

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	BMI	New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company’s 2024 Annual Meeting of Shareholders was held on April 26, 2024. Matters submitted to shareholders at the meeting and the voting results thereof were as follows:

Election of Directors. The shareholders of the Company elected each of the director nominees proposed by the Company’s Board of Directors to serve until the 2025 Annual Meeting of Shareholders or until such nominee’s successor is duly elected and qualified. The following is a breakdown of the voting results:

DIRECTOR		VOTES FOR				WITHHELD				NON-VOTES
Todd A. Adams			24,593,459				519,121				1,573,292
Kenneth C. Bockhorst			23,868,551				1,244,029				1,573,292
Henry F. Brooks			24,825,978				286,602				1,573,292
Melanie K. Cook			25,031,919				80,661				1,573,292
Xia Liu			24,851,985				260,595				1,573,292
James W. McGill			24,605,596				506,984				1,573,292
Tessa M. Myers			24,844,159				268,421				1,573,292
James F. Stern			24,783,599				328,981				1,573,292
Glen E. Tellock			24,101,049				1,011,531				1,573,292

Advisory Vote on Executive Compensation. The shareholders of the Company approved, by advisory vote, the compensation of the Company’s named executive officers. The following is a breakdown of the voting results:

VOTES FOR		VOTES AGAINST					ABSTENTIONS				NON-VOTES
23,045,566			1,993,121					73,893				1,573,292

Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm. The shareholders of the Company ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm. The following is a breakdown of the voting results:

VOTES FOR

VOTES AGAINST

ABSTENTIONS

NON-VOTES

25,089,698

1,493,337

102,837

N/A

Shareholder Proposal Regarding a Report on Hiring Practices. The shareholders of the Company voted against the proposal. The following is a breakdown of the voting results:

VOTES FOR		VOTES AGAINST				ABSTENTIONS				NON-VOTES
2,921,019			21,276,063				915,498				1,573,292

 

 

 

 

 

 

 

Item 8.01. Other Events

Subsequent to the Company’s 2024 Annual Meeting of Shareholders and resultant election of directors, the Board approved the following committee assignments, effective April 26, 2024:

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		BOARD COMMITTEES
INDEPENDENT DIRECTOR		AUDIT & COMPLIANCE				COMPENSATION AND HUMAN RESOURCES				CORPORATE GOVERNANCE AND SUSTAINABILITY
Todd A. Adams							X*
Henry F. Brooks							X
Melanie K. Cook			X
Xia Liu			X*
James W. McGill							X				X
Tessa M. Myers			X								X
James F. Stern			X								X
Glen E. Tellock							X				X*

 

In addition, Mr. Tellock continues as Lead Outside Director.

* Denotes committee chair

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BADGER METER, INC.

 

Date: April 30, 2024 By: /s/ William R.A. Bergum

William R. A. Bergum

Vice President – General Counsel and Secretary

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