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
17, 2012
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 17, 2012, Badger Meter, Inc. (the “Company”) issued a press release announcing that Gail A. Lione was elected to its Board of Directors to serve until the Company’s next Annual Meeting of Shareholders scheduled for April 27, 2012. To reflect this election, the Company’s Board of Directors increased the number of authorized directors from eight to nine directors. Ms. Lione was also appointed to serve on the Company’s Employee Benefit Plans Committee of the Board of Directors, effective immediately.
A copy of the press release is being furnished 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. |
The exhibit listed in the accompanying Exhibit Index is filed as part of this Current Report on Form 8-K.
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. |
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| Date: | February 21, 2012 | By: |
/s/ Richard E. Johnson |
|
Richard E. Johnson |
|||
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Senior Vice President – Finance and Treasurer |
|||
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Chief Financial Officer |
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Exhibit Index to Current Report on Form 8-K
Dated February 17, 2012
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Exhibit Number |
Description |
|
|
99.1 |
Badger Meter, Inc. Press Release, dated February 17, 2012. |
-4-
Exhibit 99.1
Gail A. Lione Elected to Badger Meter Board
MILWAUKEE--(BUSINESS WIRE)--February 17, 2012--Badger Meter, Inc. (NYSE: BMI) today announced that Gail A. Lione has been elected a director of the company.
“Gail brings a great deal of talent and experience to our board. Her legal expertise in manufacturing, intellectual property, corporate governance and compliance will be especially valuable to Badger Meter,” said Richard A. Meeusen, chairman, president and chief executive officer of Badger Meter.
Lione, age 62, was executive vice president - general counsel and secretary of Harley-Davidson, Inc. from 1997 until 2010 and served as president of its foundation from 2006 until her retirement in 2011. Immediately prior to joining Harley-Davidson, Lione was general counsel for U.S. News & World Report and its affiliates including The Atlantic Monthly Company, Applied Graphics Technologies, Inc. and Applied Printing Technologies.
She is a director of Sargento Foods, Inc. and a former director of Imperial Sugar Company. She currently serves on the board of directors of the Bradley Center Sports & Entertainment Corp., the Milwaukee Art Museum, the YMCA of Metropolitan Milwaukee, where she is the board chair, and Milwaukee Women, Inc. She also serves on the board of trustees of the University of Rochester and on the board of managers of the Law Alumni Society of the University of Pennsylvania Law School.
Lione is a member of the MillerCoors Inclusion and Diversity Advisory Council, the National Women’s Leadership Council of United Way of USA and the Greater Milwaukee Committee.
She is a former member of the board of the National Association of Manufacturers and trustee of its Manufacturing Institute. She belongs to a variety of professional organizations including the Chicago Chapter of Women Corporate Directors and The Fellows of the American Bar Association.
Lione earned a bachelor’s degree magna cum laude in political science from the University of Rochester and a J.D. from the University of Pennsylvania.
With Lione’s election, the Badger Meter board has nine members. Lione will stand for re-election at the company’s 2012 annual meeting on April 27, 2012.
About Badger Meter
The core competency of Badger Meter is flow measurement solutions. The company is a leading innovator, manufacturer and marketer of flow measurement and control products, serving water and gas utilities, municipalities and industrial customers worldwide. Badger Meter products are used in a wide variety of applications, including water, oil and lubricants and are known for their high degree of accuracy, long-lasting durability and ability to provide valuable and timely measurement information to customers.
Badger Meter company news is available 24 hours a day, on-line at:
http://www.badgermeter.com.
CONTACT:
BadgerMeter, Inc.
Joan C. Zimmer, (414) 371-5702