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) August
12, 2016
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 8.01 Other Events.
On August 12, 2016, the Company issued a press release announcing the completion of its current review of strategic options, a 15% increase in a cash dividend payment and a 2-for-1 Stock Split in the form of a 100% stock dividend.
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 filed herewith is as listed in the accompanying Exhibit Index.
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: | August 12, 2016 | 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 |
Exhibit Index to Current Report on Form 8-K
Dated August
12, 2016
Exhibit Number |
Description |
|
(99.1) |
Badger Meter, Inc. Press Release, dated August 12, 2016. |
-4-
Exhibit 99.1
Badger Meter Completes Review of Options to Enhance Shareholder Value; Announces 2-for-1 Stock Split and 15% Dividend Increase
Company will continue to focus on its core growth strategies while returning capital to shareholders
MILWAUKEE--(BUSINESS WIRE)--August 12, 2016--Badger Meter, Inc. (NYSE: BMI) today announced that its review of options to enhance shareholder value has been completed. The company’s Board of Directors has determined that the best future course for Badger Meter is to maximize shareholder value by continuing to execute on its long-term growth strategies, return capital to shareholders through a 15% increase in the cash dividend payment and increase the number of shares outstanding through a 2-for-1 stock split.
“Our core strategies have generated substantial growth and created significant value for our shareholders. Over the 10-year period ended June 30, 2016, the company has generated a 12% compound annual total return to shareholders through both a strong dividend policy and stock price appreciation,” said Richard A. Meeusen, chairman, president and chief executive officer of Badger Meter.
“We will continue to look for potential opportunities that meet our criteria to enhance shareholder value, while applying our disciplined approach to capital allocation,” said Meeusen. “This includes continuing to invest in providing industry-leading water metering technologies, meter reading systems and advanced data analytics technologies for our core North American water utility market. We also plan to seek-out strategic acquisitions, both in our North American water distribution channels and in key international flow instrumentation markets. In addition, we plan to continue our expansion into select international water metering markets, including the Middle East, where our E-Series® Ultrasonic water meters and ORION® cellular radio technology are in demand in regions with high water scarcity.”
Stock Split and 15% Dividend Increase
The Board of Directors approved a 15% increase in the quarterly cash dividend payment, from $0.20 to $0.23 per share, based on pre-split shares. The cash dividend is payable September 15, 2016 to shareholders of record at the close of business on August 31, 2016.
“The strategic review also confirmed that with our strong cash flow and solid balance sheet, we have the ability to pursue acquisition opportunities, while also returning capital to shareholders through increased dividend payments,” said Meeusen.
As part of its strategy to increase the marketability of the company’s common stock, the Board of Directors approved a 2-for-1 stock split in the form of a 100% stock dividend. The stock dividend is also payable on September 15, 2016 to shareholders of record at the close of business on August 31, 2016. “The stock dividend will increase our shares outstanding and bring our stock price into a range that we believe is more attractive for individual investors,” said Meeusen.
“This is our twenty-fourth consecutive year of increased dividend payments. The strong dividend increase, renewed commitment to our long-term growth strategy and 2-for-1 stock split reflect our ongoing commitment to our shareholders and our continued confidence in the future of Badger Meter,” said Meeusen.
About Badger Meter
Badger Meter is an innovator in flow measurement, control and communications solutions, serving water utilities, municipalities, and commercial and industrial customers worldwide. The Company’s products measure water, oil, chemicals, and other fluids, and are known for accuracy, long-lasting durability and for providing valuable and timely measurement data. For more information, visit www.badgermeter.com.
Certain statements contained in this news release, as well as other information provided from time to time by Badger Meter, Inc. (the “Company”) or its employees, may contain forward looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “think,” “should,” “could” and “objective” or similar expressions are intended to identify forward looking statements. All such forward looking statements are based on the Company’s then current views and assumptions and involve risks and uncertainties. Some risks and uncertainties that could cause actual results to differ materially from those expressed or implied in forward looking statements include those described in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 that include, among other things:
All of these factors are beyond the Company's control to varying degrees. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward looking statements contained in this news release are cautioned not to place undue reliance on such forward looking statements. The forward looking statements made in this document are made only as of the date of this document and the Company assumes no obligation, and disclaims any obligation, to update any such forward looking statements to reflect subsequent events or circumstances.
Badger Meter company news is available 24 hours a day, on-line at: http://www.badgermeter.com.
CONTACT:
Badger Meter, Inc.
Dawn O’Neill (414) 371-7276