UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
_______________________
Date of Report
(Date of earliest event reported):
Badger Meter, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
(State or other jurisdiction of incorporation) |
(Commission file number) |
(IRS employer identification no.) |
(Address of principal executive offices, including zip code)
(
(Registrant’s telephone number, including area code)
(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:
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
|
|
|
|
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 5.07. |
Submission of Matters to a Vote of Security Holders. |
The Company’s 2020 Annual Meeting of Shareholders was held on April 24, 2020. Matters submitted to shareholders at the meeting and the voting results thereof 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 2021 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 |
|
|
23,967,224 |
|
|
|
489,608 |
|
|
|
1,970,055 |
|
|
Kenneth C. Bockhorst |
|
|
22,398,796 |
|
|
|
2,058,036 |
|
|
|
1,970,055 |
|
|
Gale E. Klappa |
|
|
22,230,567 |
|
|
|
2,226,265 |
|
|
|
1,970,055 |
|
|
Gail A. Lione |
|
|
23,783,715 |
|
|
|
673,117 |
|
|
|
1,970,055 |
|
|
James W. McGill |
|
|
24,333,030 |
|
|
|
123,802 |
|
|
|
1,970,055 |
|
|
Tessa M. Myers |
|
|
23,865,516 |
|
|
|
591,316 |
|
|
|
1,970,055 |
|
|
James F. Stern |
|
|
23,886,857 |
|
|
|
569,975 |
|
|
|
1,970,055 |
|
|
Glen E. Tellock |
|
|
23,829,971 |
|
|
|
626,861 |
|
|
|
1,970,055 |
|
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 |
||||||
|
22,937,552 |
|
|
1,287,851 |
|
|
|
231,429 |
|
|
|
1,970,055 |
|
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 |
||||||
|
25,262,511 |
|
|
1,121,943 |
|
|
|
42,433 |
|
|
|
N/A |
|
Shareholder Proposal Regarding Employee Representation on the Board of Directors. The shareholders of the Company voted against the proposal. The following is a breakdown of the voting results:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VOTES FOR |
|
VOTES AGAINST |
|
ABSTENTIONS |
|
NON-VOTES |
||||||
|
856,671 |
|
|
21,762,088 |
|
|
|
1,838,073 |
|
|
|
1,970,055 |
|
|
Item 8.01. |
Other Events |
Subsequent to the Company’s 2020 Annual Meeting of Shareholders and resultant election of directors, the Board appointed Gale E. Klappa to be Lead Independent Director and also approved the following committee assignments, effective April 24, 2020:
|
|
|
BOARD COMMITTEES |
|||||||||
|
INDEPENDENT DIRECTOR |
|
AUDIT & COMPLIANCE |
|
|
COMPENSATION |
|
|
CORPORATE GOVERNANCE |
|||
|
Todd A. Adams |
|
|
X |
|
|
|
X* |
|
|
|
|
|
Gale E. Klappa |
|
|
|
|
|
|
X |
|
|
|
X* |
|
Gail A. Lione |
|
|
|
|
|
|
X |
|
|
|
X |
|
James W. McGill |
|
|
|
|
|
|
X |
|
|
|
|
|
Tessa M. Myers |
|
|
X |
|
|
|
|
|
|
|
X |
|
James F. Stern |
|
|
X |
|
|
|
|
|
|
|
X |
|
Glen E. Tellock |
|
|
X* |
|
|
|
|
|
|
|
|
* Denotes committee chair
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: April 28, 2020 By: /s/ William R.A. Bergum
William R. A. Bergum
Vice President – General Counsel and Secretary
Document And Entity Information |
Apr. 24, 2020 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Apr. 24, 2020 |
| Entity Registrant Name | BADGER METER INC |
| Entity Central Index Key | 0000009092 |
| Entity Emerging Growth Company | false |
| Entity File Number | 1-6706 |
| Entity Incorporation State Country Code | WI |
| Entity Tax Identification Number | 39-0143280 |
| Entity Address, Address Line One | 4545 W. Brown Deer Rd., |
| Entity Address City Or Town | Milwaukee, |
| Entity Address State Or Province | WI |
| Entity Address Postal Zip Code | 53223 |
| City Area Code | 414 |
| Local Phone Number | 355-0400 |
| Entity Information, Former Legal or Registered Name | Not Applicable |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock |
| Trading Symbol | BMI |
| Security Exchange Name | NYSE |