-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VlKj260Ke8/8kpi7Qoea9QoExESM2ZBX9RDswj+AoQROYQOO8YIiDsFcmNPod86q zEnee4JzBsHaeY8274uo0A== 0000950137-05-005457.txt : 20050505 0000950137-05-005457.hdr.sgml : 20050505 20050505171834 ACCESSION NUMBER: 0000950137-05-005457 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050429 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050505 DATE AS OF CHANGE: 20050505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BADGER METER INC CENTRAL INDEX KEY: 0000009092 STANDARD INDUSTRIAL CLASSIFICATION: TOTALIZING FLUID METERS & COUNTING DEVICES [3824] IRS NUMBER: 390143280 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06706 FILM NUMBER: 05804612 BUSINESS ADDRESS: STREET 1: 4545 WEST BROWN DEER ROAD CITY: MILWAUKEE STATE: WI ZIP: 53223 BUSINESS PHONE: 4143715702 MAIL ADDRESS: STREET 1: 4545 W BROWN DEER RD CITY: MILWAUKEE STATE: WI ZIP: 53223 FORMER COMPANY: FORMER CONFORMED NAME: BADGER METER MANUFACTURING CO DATE OF NAME CHANGE: 19710729 8-K 1 c95029e8vk.txt CURRENT REPORT 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 29, 2005 -------------- Badger Meter, Inc. ------------------ (Exact name of registrant as specified in its charter) Wisconsin 1-6706 39-0143280 - --------------- ---------------- ------------------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 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)) Item 1.01. Entry into a Material Definitive Agreement. - ---------- ------------------------------------------ Badger Meter, Inc. 2005 Restricted Stock Plan - --------------------------------------------- At the annual meeting of shareholders held on April 29, 2005, the shareholders of Badger Meter, Inc. (the "Company") approved the Badger Meter, Inc. 2005 Restricted Stock Plan (the "2005 Plan"). The purposes of the 2005 Plan are: o to promote the success of the Company by providing incentives to the officers and other key employees of the Company and its subsidiaries that will link their personal interests to the Company's long-term financial success; and o to permit the Company and its subsidiaries to attract, motivate and retain experienced and knowledgeable employees upon whose judgment, interest and special efforts the Company's success is largely dependent. The following is a brief description of the material terms of the 2005 Plan: o The 2005 Plan is administered by a committee of independent directors. o The 2005 Plan permits the grant of restricted stock to key employees of the Company or its subsidiaries. o The 2005 Plan limits (to 20,000 shares) the number of shares of restricted stock that the committee may grant to any one participant. o The 2005 Plan provides that the committee may determine the terms and conditions applicable to each award of restricted stock, including the period of restriction applicable to such award; the committee has determined that the initial restricted stock awards under the 2005 Plan will vest 100% after a three-year restricted period. o The 2005 Plan reserves 50,000 shares for awards of restricted stock. The 2005 Plan is described in greater detail, and a copy of the 2005 Plan is included in the Company's definitive proxy statement filed with the Securities and Exchange Commission in connection with the annual meeting of shareholders held on April 29, 2005, and is incorporated by reference to this filing. The form of Restricted Stock Agreement that has been approved by the Corporate Governance Committee of the Company's Board of Directors for grants of restricted stock pursuant to the 2005 Plan is included with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated into this Current Report on Form 8-K by reference. Director Compensation for 2005 - ------------------------------ Information describing the 2005 compensation arrangements for directors of the Company, which were set by the Corporate Governance Committee on January 28, 2005, and approved by the Board of Directors April 29, 2005, is included with this Current Report on Form 8-K as Exhibit 99.2 and is incorporated into this Current Report on Form 8-K by reference. All fees remained the same as the prior year except for the annual fee for the chairman of the Audit and Compliance Committee which was increased from $2,000 to $4,000. In addition, the directors agreed to pay an annual fee of $2,000 to the lead director. The directors elected Ulice Payne, Jr. as the lead director, effective April 29, 2005, to serve in that capacity for a term of one year. -1- Item 9.01. Financial Statements and Exhibits. - --------- ---------------------------------- (a) Financial Statements of Business Acquired. ------------------------------------------ Not applicable. (b) Pro Forma Financial Information. -------------------------------- Not applicable. (c) Exhibits. The following exhibit is being furnished herewith: --------- 99.1 2005 Restricted Stock Plan Agreement. 99.2 2005 Director Compensation Summary. -2- 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: May 5, 2005 By: /s/ RONALD H. DIX ------------------------------------- Its: Senior Vice President Administration and Secretary -3- BADGER METER, INC. EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K Exhibit Number - ------- 99.1 2005 Restricted Stock Plan Agreement 99.2 2005 Director Compensation Summary. EX-99.1 2 c95029exv99w1.txt RESTRICTED STOCK PLAN AGREEMENT EXHIBIT 9.1 BADGER METER, INC. 2005 RESTRICTED STOCK PLAN RESTRICTED STOCK AWARD AGREEMENT AWARD AGREEMENT ================================================================================ You have been selected to be a Participant in the Badger Meter, Inc. 2005 Restricted Stock Plan (the "Plan"), as specified below. THIS AWARD AGREEMENT, EFFECTIVE UPON THE BELOW-MENTIONED DATE OF GRANT, IS BEING EXECUTED SUBJECT AND PURSUANT TO THE TERMS OF THE PLAN AND, IF THERE IS ANY INCONSISTENCY OR CONFLICT, THE PLAN SHALL CONTROL. Participant: ("You") ------------------------------------------------------------- Number of Restricted Shares: ---------------------------------------------------- Date of Grant: ------------------------------------------------------------------ Fair Market Value Per Share on Date of Grant: ----------------------------------- Restriction Period Ends: Third (3rd) anniversary of the Date of Grant (see Section 2 below) --------------------------------------------------- 1. GRANT OF RESTRICTED STOCK: The Company grants you Restricted Shares as set forth above. The Company (or its transfer agent) will hold a stock certificate representing your Restricted Shares until the end of the Restriction Period. 2. RESTRICTION PERIOD: During the Restriction Period, you may not sell, transfer, pledge, assign or otherwise alienate or hypothecate (other than by will or by the laws of descent and distribution) your Restricted Shares. On the last day of the Restriction Period, your Restricted Shares will vest and become freely transferable (subject to applicable federal, state, and local, domestic or foreign, securities laws or any additional restrictions imposed by the Committee), provided you are employed by the Company on such date. If you terminate employment prior to the end of the Restriction Period, your Restricted Shares will be forfeited except as provided in the Plan. 3. REMOVAL OF RESTRICTIONS: Upon the vesting of your Restricted Shares, the Company will deliver a stock certificate or certificates representing your Shares to you. 4. SEVERABILITY: The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. 5. MISCELLANEOUS: (a) This Award Agreement and your rights hereunder are subject to all the terms and conditions of the Plan, as it may be amended from time to time, as well as to such rules and regulations that the Committee adopts for administration of the Plan. By signing below, you acknowledge and agree that you have received a copy of the Plan and that the Committee is authorized to administer, construe, interpret and make all determinations necessary or appropriate to the administration of the Plan and this -1- Award Agreement, all of which shall be binding upon you, your heirs, beneficiaries and estate. (b) The Committee may amend this Award Agreement as provided in the Plan. (c) Unless you make an election under Section 83(b) of the Code, on the date your Restricted Shares vest the Fair Market Value of such Shares will be considered taxable compensation to you. If you make an election under Section 83(b) of the Code, the Fair Market Value of the Shares on the Date of Grant will be considered taxable compensation to you. The Company will deduct or withhold, or require you to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes required by law to be withheld with respect to the grant or vesting of your Restricted Shares. You may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by tendering to the Company or having the Company withhold Shares (including Shares as to which the Restriction Period has lapsed) having an aggregate Fair Market Value, on the date the tax is to be determined, equal to the minimum statutory total tax which could be withheld on the transaction. All elections shall be irrevocable and in writing, and shall be signed by you. (d) You agree to take all steps necessary to comply with all applicable provisions of federal and state securities law and Company policy in exercising your rights under this Award Agreement. (e) Capitalized terms used in this Award Agreement are defined in the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan's terms shall control. (f) To the extent not preempted by federal law, the validity, construction, interpretation, and enforceability of this Award Agreement shall be determined and governed by the internal laws of the State of Wisconsin without giving effect to the principles of conflicts of law. For the purpose of litigating any dispute that arises under this Award Agreement, the parties hereby consent to exclusive jurisdiction and agree that such litigation shall be conducted in the federal or state courts sitting in the State of Wisconsin. IN WITNESS WHEREOF, the parties have caused this Award Agreement to be executed as of the Date of Grant. BADGER METER, INC. By: --------------------------------------- Name: ---------------------------------- Title: --------------------------------- PARTICIPANT ------------------------------------------ -2- EX-99.2 3 c95029exv99w2.txt DIRECTOR COMPENSATION SUMMARY EXHIBIT 99.2 BADGER METER, INC. BOARD OF DIRECTORS FEE SCHEDULE EFFECTIVE 5/1/05
- --------------------------------------------------------------------------------------------------------------------- ANNUAL CORP. GOV. AND EMPLOYEE ANNUAL ANNUAL BENEFIT PLANS AUDIT MONTHLY BOARD COMMITTEE LEAD DIRECTOR COMMITTEE COMMITTEE RETAINER MEETING FEE MEETING FEE FEE CHAIRMAN FEE CHAIRMAN FEE - --------------------------------------------------------------------------------------------------------------------- Outside Directors $750 $1,500 $1,000 $2,000 $2,000 $4,000 - --------------------------------------------------------------------------------------------------------------------- Employee Directors No Compensation as Directors - --------------------------------------------------------------------------------------------------------------------- Director Emeritus $750 $1,500 NO N/A N/A N/A - ---------------------------------------------------------------------------------------------------------------------
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