8-K

UNITED STATESSECURITIES 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 10, 2017

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))

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

On February 10, 2017, Badger Meter, Inc. (the “Company”) issued a press release announcing that Todd A. Adams, 46, president and chief executive officer of Rexnord Corporation, and Glen E. Tellock, 55, president and chief executive officer of Lakeside Foods and former chairman, president and chief executive officer of The Manitowoc Company, Inc., have been appointed directors of the Company effective as of February 10, 2017.  They were appointed to fill vacancies created when the Board of Directors increased the number of directors constituting the Board by two to a total of eleven members.  Messrs. Adams and Tellock will serve until the Company’s next Annual Meeting of Shareholders scheduled for April 28, 2017.

Messrs. Adams and Tellock will receive compensation consistent with the Company’s other non-employee directors as described under “Director Compensation Table and Components of Director Compensation” in the Company’s 2016 Proxy Statement filed with the U.S. Securities and Exchange Commission on March 8, 2016.

Current board members Ronald H. Dix and Steven J. Smith are not standing for re-election at the Company’s upcoming annual meeting of shareholders, scheduled for April 28, 2017.  Mr. Dix has reached the mandatory retirement age and Mr. Smith has elected to focus on various personal and business commitments and not seek an additional term.  They will continue to serve as directors until the annual shareholder meeting.

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

On February 10, 2017, the Company’s Board of Directors adopted an amendment to Section 2 of ARTICLE II of the Restated By-laws to increase the permissible, maximum size of the Board to eleven members.  The text of the amendment to the Restated By-laws is attached to this Current Report on Form 8-K as Exhibit 3.1, and is incorporated into this Current Report on Form 8-K by reference.  The effective date of the amendment is February 10, 2017.

Item 8.01 Other Events.

On February 10, 2017, the Company declared a regular quarterly cash dividend of $0.115 per share to shareholders of record February 28, 2017, payable March 15, 2017.  Also, the Company authorized a limited stock repurchase program that allows the Company to purchase shares on the open market (or in privately negotiated transactions) to be used for issuance under the Company’s stock-based employee benefit plans.  Under the program, management is authorized to purchase up to 400,000 shares from time to time through open market purchases or privately negotiated transactions at prevailing prices as permitted by securities laws and other legal requirements, and subject to market conditions and other factors.  The program terminates on February 10, 2020 unless earlier terminated by the Board of Directors.

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.

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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.

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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 10, 2017	By:	/s/ Richard E. Johnson
			Richard E. Johnson
			Senior Vice President – Finance and Treasurer
			Chief Financial Officer

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Exhibit Index to Current Report on Form 8-K
Dated February 10, 2017

Exhibit Number	Description
3.1	Text of Amendment to Restated By-laws of Badger Meter, Inc.
99.1	Badger Meter, Inc. Press Release, dated February 10, 2017

EX-3.1

Exhibit 3.1

Explanatory Note:  Attached below is Section 1 of Article II of the Company’s Restated Bylaws, which was amended as set forth below.  Only Section 1 of Article II of the Restated Bylaws is included (as restated in its entirety) in this exhibit to the Company’s Form 8-K.

Text that was deleted is shown with a strikethrough, and text that was added is shown with a double underline.

ARTICLE II

BOARD OF DIRECTORS

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 not less than six (6) nor more than ten (10) eleven (11) 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.

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EX-99.1

Exhibit 99.1

Badger Meter Declares Regular Quarterly Dividend and Appoints Todd Adams and Glen Tellock to Board of Directors

MILWAUKEE--(BUSINESS WIRE)--February 10, 2017--The Badger Meter, Inc. (NYSE: BMI) Board of Directors today declared a regular quarterly cash dividend of $0.115 per share to shareholders of record February 28, 2017, payable March 15, 2017. The Company also announced that its Board of Directors authorized a limited, three-year stock repurchase program that allows the Company to purchase up to 400,000 shares on the open market (or in privately negotiated transactions) at prevailing prices, to be used for issuance under the Company’s stock-based employee benefit plans, subject to market conditions, applicable legal requirements and other factors.

The Company also announced the appointments of two directors of the company to fill vacancies created when the Board of Directors increased the number of directors constituting the Board by two to a total of eleven. Todd A. Adams, 46, president and chief executive officer of Rexnord Corporation, and Glen E. Tellock, 55, president and chief executive officer of Lakeside Foods and former chairman, president and chief executive officer of The Manitowoc Company, Inc., have been appointed directors of the Company effective as of February 10, 2017.

Adams joined Rexnord, a global diversified industrial company based in Milwaukee, in 2004. He was appointed senior vice president and chief financial officer in 2008 and president of the company’s water management platform in 2009, before being appointed president and chief executive officer and elected to Rexnord’s board of directors in 2009. Prior to joining Rexnord, Adams held various leadership positions at the Boeing Company, APW Ltd. and Applied Power Inc. (now Actuant Corporation). Adams also serves on the board of Generac Holdings Inc.

Tellock has more than 30 years of experience in global operational and financial leadership. He was named president and chief executive officer of Lakeside Foods in May 2016. Prior to that, he served The Manitowoc Company, one of the world’s largest providers of lifting equipment for the global construction industry, from 1991 to 2015. He held various leadership positions with The Manitowoc Company, including chief financial officer, until his appointment as president and chief executive officer in 2007. He was named chairman, president and chief executive officer in 2009. Prior to The Manitowoc Company, Tellock held roles at The Denver Post Corporation and Ernst & Whinney. He currently serves on the board of Astec Industries, Inc., and previously served on the boards of the Association of Equipment Manufacturers, National Association of Manufacturers and Wisconsin Manufacturers & Commerce.

“Todd and Glen each bring a depth of public-company leadership experience and expertise in managing complex manufacturing operations to our board. Todd’s background in water management solutions and Glen’s experience in leading a multi-billion-dollar global company will be especially valuable to our board and management team,” said Richard A. Meeusen, chairman, president and chief executive officer of Badger Meter.

Current board members Ronald H. Dix and Steven J. Smith are not standing for re-election at the Company’s upcoming annual meeting of shareholders on April 28, 2017, as Mr. Dix has reached the mandatory retirement age and Mr. Smith has elected to focus on various personal and business commitments and not seek an additional term. They will continue to serve as directors until the annual shareholder meeting. Mr. Dix has served on the board since 2005 and Mr. Smith since 2000. “On behalf of our Board of Directors and shareholders, I would like to thank Ron and Steve for their valuable counsel and many years of service to 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.

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