8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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):  April 27, 2018

Commission file number 1-6706

Badger Meter, Inc.

(Exact name of Registrant as specified in its charter)

Wisconsin	39-0143280
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification number)

4545 W. Brown Deer Road, Milwaukee, Wisconsin 53223

(Address of principal executive offices, including 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     ⃞

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ⃞

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

On April 27, 2018, Badger Meter, Inc. (the “Company”) promoted Kenneth C. Bockhorst, age 45, to President of the Company.  Mr. Bockhorst replaces Richard A. Meeusen as President of the Company.  Mr. Bockhorst joined the Company in October 2017 to serve as the Company’s Senior Vice President – Chief Operating Officer, where he oversaw the Company’s municipal water and flow instrumentation manufacturing, engineering, sales and marketing and acquisition activities.  He was also responsible for the Company’s continuous improvement initiatives and new product development.  Mr. Bockhorst previously served as the Executive Vice President of the Energy Segment, preceded by President of Hydratight and Global Vice President Operations of Enerpac, all within Actuant Corporation, a diversified industrial company, from March 2011 to October 2017.

Mr. Bockhorst was not promoted to President pursuant to any agreement or understanding between him and any other person.  Mr. Bockhorst does not have any direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K nor any family relationships reportable under Item 401(d) of Regulation S-K.

Mr. Meeusen will continue to serve as Chairman of the Board of Directors and Chief Executive Officer of the Company.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company’s 2018 Annual Meeting of Shareholders was held on April 27, 2018.  Matters submitted to shareholders at the meeting and the voting results were as follows:

Election of Directors.  The shareholders of the Company elected each of the director nominees proposed by the Company’s Board of Directors to serve until the 2019 Annual Meeting of Shareholders or until such nominee’s successor is duly elected and qualified.  The following is a breakdown of the voting results:

DIRECTOR	VOTES FOR	WITHHELD	NON-VOTES
Todd A. Adams	16,490,919	7,846,182	2,328,934
Thomas J. Fischer	18,149,664	6,187,437	2,328,934
Gale E. Klappa	16,818,700	7,518,401	2,328,934
Gail A. Lione	18,469,214	5,867,887	2,328,934
Richard A. Meeusen	17,908,647	6,428,454	2,328,934
James F. Stern	17,982,622	6,354,479	2,328,934
Glen E. Tellock	17,881,771	6,455,330	2,328,934
Todd J. Teske	16,825,742	7,511,359	2,328,934

Advisory Vote on Executive Compensation.  The shareholders of the Company approved, by advisory vote, the compensation of the Company’s named executive officers.  The following is a breakdown of the voting results:

VOTES FOR	VOTES AGAINST	ABSTENTIONS	NON-VOTES
22,280,944	1,788,110	268,047	2,328,934

Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm.  The shareholders of the Company ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm.  The following is a breakdown of the voting results:

VOTES FOR	VOTES AGAINST	ABSTENTIONS	NON-VOTES
26,271,110	371,983	22,942	N/A

Item 8.01. Other Events.

On April 27, 2018, the Company issued a press release announcing the promotion of Mr. Bockhorst, the declaration of a regular quarterly cash dividend of $0.13 per share to shareholders of record on May 31, 2018, payable June 15, 2018 and the reduction in the size of the board from nine to eight members in connection with the previously announced retirement of Andrew J. Policano from the Board of Directors.  A copy of the press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a)	Not applicable.
(b)	Not applicable.
(c)	Not applicable.
(d)	Exhibits. The exhibit listed in the exhibit index below is filed under Item 8.01 of this Current Report on Form 8-K.

EXHIBIT INDEX

Exhibit No.	Description
(99.1)	Badger Meter, Inc. Press Release, dated April 27, 2018.

SIGNATURE

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:	April 27, 2018	By:	/s/ Richard E. Johnson
			Richard E. Johnson
			Senior Vice President – Finance and Treasurer
			Chief Financial Officer

EX-99.1

Exhibit 99.1

Badger Meter Promotes Kenneth Bockhorst to President; Declares Regular Quarterly Dividend

MILWAUKEE--(BUSINESS WIRE)--April 27, 2018--Badger Meter, Inc. (NYSE: BMI) announced that Kenneth Bockhorst has been promoted to president, effective immediately. Richard Meeusen will continue to serve as chairman and chief executive officer of the company. In addition, today its board of directors declared a regular quarterly cash dividend of $0.13 per share to shareholders of record on May 31, 2018, payable June 15, 2018. This is the same amount voted in the previous quarter.

“Ken’s leadership at Badger Meter has been a positive force since his first day on the job,” said Richard A. Meeusen, chairman and chief executive officer of Badger Meter. “His deep and diverse experience in global manufacturing, product development and continuous improvement have proven to be a tremendous asset to our company, colleagues and customers. I look forward to continuing to partner with Ken as he effectively influences our strategic growth, both domestically and internationally.”

Bockhorst joined Badger Meter in October 2017 as chief operating officer, overseeing the company’s municipal water and flow instrumentation manufacturing, engineering, sales and marketing and acquisition activities. Previously, he served as executive vice president of the energy segment of Actuant Corporation (NYSE: ATU), a $1.1 billion diversified industrial company with operations in more than 30 countries.

“Since joining Badger Meter, I have been impressed by the experience of our team, the sophistication of our products and operations and our strong financial position, which together have positioned us to grow both organically and, when strategically appropriate, through acquisition,” said Bockhorst. “I’m thrilled to be part of this great organization and look forward to continuing to work with the team to shape the future of water conservation, consumption and process control.”

As previously announced, one member of the board of directors did not stand for re-election at the company’s annual shareholders’ meeting, held today. As planned, the board decreased the number of directors constituting the board by one to a total of eight, with seven members serving as independent directors, effective today.

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, 2017 that include, among other things:

• the continued shift in the Company’s business from lower cost, manually read meters toward more expensive, value-added automatic meter reading (AMR) systems, advanced metering infrastructure (AMI) systems and advanced metering analytics (AMA) systems that offer more comprehensive solutions to customers’ metering needs;
• the success or failure of newer Company products;
• changes in competitive pricing and bids in both the domestic and foreign marketplaces, and particularly in continued intense price competition on government bid contracts for lower cost, manually read meters;
• the actions (or lack thereof) of the Company’s competitors;
• changes in the Company’s relationships with its alliance partners, primarily its alliance partners that provide radio solutions, and particularly those that sell products that do or may compete with the Company’s products;
• changes in the general health of the United States and foreign economies, including to some extent such things as the length and severity of global economic downturns, international or civil conflicts that affect international trade, the ability of municipal water utility customers to authorize and finance purchases of the Company’s products, the Company’s ability to obtain financing, housing starts in the United States, and overall industrial activity;
• unusual weather, weather patterns or other natural phenomena, including related economic and other ancillary effects of any such events;
• economic policy changes, including but not limited to, trade policy and corporate taxation;
• the timing and impact of government funding programs that stimulate national and global economies, as well as the impact of government budget cuts or partial shutdowns of governmental operations;
• changes in the cost and/or availability of needed raw materials and parts, such as volatility in the cost of brass castings as a result of fluctuations in commodity prices, particularly for copper and scrap metal at the supplier level, foreign-sourced electronic components as a result of currency exchange fluctuations and/or lead times, and plastic resin as a result of changes in petroleum and natural gas prices;
• the Company’s ability to successfully integrate acquired businesses or products;
• changes in foreign economic conditions, particularly currency fluctuations in the United States dollar, the Euro and the Mexican peso;
• the inability to develop technologically advanced products;
• the failure of the Company’s products to operate as intended;
• the inability to protect the Company’s proprietary rights to its products;
• the Company’s expanded role as a prime contractor for providing complete technology systems to governmental entities, which brings with it added risks, including but not limited to, the Company’s responsibility for subcontractor performance, additional costs and expenses if the Company and its subcontractors fail to meet the timetable agreed to with the governmental entity, and the Company’s expanded warranty and performance obligations;
• disruptions and other damages to information technology and other networks and operations due to breaches in data security or any other cybersecurity attack;
• transportation delays or interruptions;
• violations or alleged violations of the U.S. Foreign Corrupt Practices Act (FCPA) or other anti-corruption laws and the Foreign Account Tax Compliance provisions of the Hiring Incentives to Restore Employment Act (referred to as FATCA);
• the loss of or disruption in certain single-source suppliers; and
• changes in laws and regulations, particularly laws dealing with the content or handling of materials used in the Company's products.

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 and 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