-----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, OfNo2bG9pQvkxmE/zHcu/bnrjKr2yjHO0w1RplGqEJzzaP1FGBW7P+S7qQ1ESwiL Vci4PkF3NfdMlzFcUZE+jQ== 0001157523-10-000881.txt : 20100212 0001157523-10-000881.hdr.sgml : 20100212 20100212153649 ACCESSION NUMBER: 0001157523-10-000881 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100212 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100212 DATE AS OF CHANGE: 20100212 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: 10598752 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 a6178432.htm BADGER METER, INC. 8-K

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)       February 12, 2010

Badger Meter, Inc.
(Exact name of Registrant as Specified in 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) (Zip Code)



Registrant’s telephone number, including area code:      (414) 355-0400


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 5.02

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

        On February 12, 2010, the Company issued a press release announcing that Gale E. Klappa was elected to its Board of Directors to serve until the Company’s next Annual Meeting of Shareholders scheduled for April 30, 2010.  

        A copy of the press release issued by the Company announcing the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

 
(a)

Financial Statements of Business Acquired.

 
Not applicable.
 
(b)

Pro Forma Financial Information.

 
Not applicable.
 
(c)

Shell Company Transactions.

 
Not applicable.
 
(d)

Exhibits.

 
The exhibit listed in the accompanying Exhibit Index is filed as part of this Current Report on Form 8-K.

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: February 12, 2010 By:

/s/ Richard E. Johnson

Richard E. Johnson

Senior Vice President – Finance and Treasurer

Chief Financial Officer

3

Exhibit Index to Current Report on Form 8-K
Dated February 12, 2010


Exhibit

Number

Description

 
(99.1)

Badger Meter, Inc. Press Release, dated February 12, 2010.

4

EX-99.1 2 a6178432ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Gale E. Klappa Elected to Badger Meter Board

MILWAUKEE--(BUSINESS WIRE)--February 12, 2010--Badger Meter, Inc. (NYSE: BMI) today announced that Gale E. Klappa, chairman, president and chief executive officer of Wisconsin Energy Corporation, has been elected a director of the company.

“Gale brings a great deal of talent and experience to our board. His perspective on the utility industry will be especially valuable, as this is the largest market Badger Meter serves,” said Richard A. Meeusen, chairman, president and chief executive officer of Badger Meter.

Klappa, age 59, joined Wisconsin Energy in April 2003 as president and was elected to the company’s board in December 2003. He was elected to his current position in May 2004. Prior to joining Wisconsin Energy, Klappa was executive vice president, chief financial officer and treasurer of Southern Company in Atlanta, Ga. He has also served as chief strategic officer for Southern Company; president and CEO of South Western Electricity -- Southern Company’s electric distribution utility in the United Kingdom, and senior vice president of marketing for Georgia Power Company, a subsidiary of Southern Company.

Klappa serves as chairman of the board of directors of Nuclear Electric Insurance Limited and as a director of the Edison Electric Institute and the Electric Power Research Institute. He is the immediate past chairman of the Metropolitan Milwaukee Association of Commerce and a member of the board and the executive committee of the Greater Milwaukee Committee. He is also a member of the board of United Way of Greater Milwaukee, a member of the Advisory Council of the University of Wisconsin-Milwaukee School of Business, a member of the board of directors of Joy Global Inc., Milwaukee, and a member of the board of trustees of the Medical College of Wisconsin. He has a bachelor’s degree in mass communications from the University of Wisconsin-Milwaukee.

With Klappa’s election, the Badger Meter board has nine members. Klappa will stand for re-election at the company’s 2010 annual meeting on April 30, 2010.

About Badger Meter

Badger Meter’s fundamental core competency is flow measurement solutions. The company is a leading manufacturer and marketer of products incorporating liquid flow measurement and control technologies, developed both internally and in conjunction with technology companies. Its products are used in a wide variety of applications to measure and control the flow of liquids, including water, oil and chemicals.

Badger Meter company news is available 24 hours a day, on-line at: http://www.badgermeter.com.

CONTACT:
Badger Meter, Inc.
Joan C. Zimmer, (414) 371-5702

-----END PRIVACY-ENHANCED MESSAGE-----