a6183779.htm

0001157523-10-000978.txt : 20100217 0001157523-10-000978.hdr.sgml : 20100217 20100217162313 ACCESSION NUMBER: 0001157523-10-000978 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100212 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100217 DATE AS OF CHANGE: 20100217 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: 10613080 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 a6183779.htm BADGER METER, INC. 8-K a6183779.htm

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 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))

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 12, 2010, the Board of Directors of Badger Meter, Inc. (the “Company”) adopted an amendment to the Company’s Restated By-laws. Specifically, the Board amended Section 1 of ARTICLE II of the Restated By-laws to change the number of directors from eight to a range of not less than six and not more than ten, with the exact number to be set from time to time by resolution of the Board. The text of the amendment is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Form 8-K by reference.

Item 9.01.

Financial Statements and Exhibits.

(a)	The following exhibit is being furnished herewith:

99.1

Text of Amendment to Restated By-laws.

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 16, 2010	By:	/s/ William R.A. Bergum

		Name:	William R.A. Bergum

		Title:	VP- General Counsel and Secretary

BADGER METER, INC.

Exhibit Index to Current Report on Form 8-K

Exhibit

Number

99.1	Text of Amendment to Restated By-laws.

EX-99.1 2 a6183779ex99_1.htm EXHIBIT 99.1 a6183779ex99_1.htm

Exhibit 99.1

The text of the amendment to Section 1 of ARTICLE II of the Company’s Restated By-laws follows, with deleted text shown with a strikethrough and added text shown with an underline, in bold:

Section 1. General Powers and Number. All corporate powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation managed under, the direction of its Board of Directors, which shall consist of eight (8) directors not less than six (6) nor more than ten (10) directors, the exact number of which shall be fixed from time to time by resolution of the Board of Directors. The Board of Directors shall elect one of its members as Chairman, who, when present, shall preside at all meetings of the shareholders and Board of Directors.