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 27, 2019 |
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))
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 February 27, 2019, Badger Meter, Inc. (the “Company”) issued a press release announcing that Tessa M. Myers, 42, Vice President-North America Sales, Services and Solutions for Rockwell Automation, has been appointed director of the Company to fill a newly created board seat, effective as of February 27, 2019. She was also named to the Corporate Governance Committee of the Board. Ms. Myers will serve until the Company’s next Annual Meeting of Shareholders scheduled for April 26, 2019.
Ms. Myers 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 2018 Proxy Statement filed with the U.S. Securities and Exchange Commission on March 16, 2018.
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.
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(a) |
Not applicable. |
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(b) |
Not applicable. |
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(c) |
Not applicable. |
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| (d) |
Exhibits. The exhibit furnished herewith is as listed in the accompanying Exhibit Index. |
EXHIBIT INDEX
| Exhibit No. | Description | |
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.
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BADGER METER, INC. |
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Date: February 27, 2019 |
By: |
/s/ Robert A. Wrocklage |
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Robert A. Wrocklage |
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Vice President – Finance, Chief Financial Officer and Treasurer |
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Exhibit 99.1
Badger Meter Appoints Tessa M. Myers to Board of Directors
MILWAUKEE--(BUSINESS WIRE)--February 27, 2019--Badger Meter, Inc. (NYSE:BMI) today announced that Tessa M. Myers, Vice President – North America Sales, Services and Solutions for Rockwell Automation (NYSE:ROK) has been appointed to its Board of Directors, effective immediately. The appointment of Ms. Myers increases the size of the Board to ten members.
Myers joined Rockwell Automation, the world's largest company dedicated to industrial automation and information, in 1999. She currently serves as Vice President – North America Sales, Services and Solutions where she has responsibility for driving market share growth, sales execution, and performance of the professional services and solutions business. She has worked extensively to accelerate the Connected Enterprise, the “smart manufacturing” transformation utilizing connected smart devices that access data and analytics to enable decision making. Prior to her current position, she served in a variety of roles of increasing responsibility including sales, channel management, business director (Singapore) and Regional Vice President-Canada. Myers holds a Bachelor of Science degree in Industrial Engineering from Purdue University and an MBA from the University of Michigan.
“Tessa brings deep knowledge and experience as it relates to marketing, engineering and Internet of Things (IoT) data and analytics connectivity with her background and wide ranging roles at Rockwell Automation. These skills will be especially valuable to the Board and management team as we continue to innovate our smart water solutions and expand globally,” said Kenneth C. Bockhorst, President and Chief Executive Officer of Badger Meter.
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.
CONTACT:
Karen Bauer at (414) 371-7276 kbauer@badgermeter.com