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): April 24, 2026
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock | BMI | New York Stock Exchange |
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 24, 2026, the Board of Directors (the Board) of Badger Meter, Inc. (the Company) approved an amendment and restatement of the Company’s Restated By-laws (the By-laws), including to:
The amendment and restatement of the By-laws became effective immediately. The foregoing summary of the changes effected by the amendment and restatement of the By-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-laws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company’s 2026 Annual Meeting of Shareholders was held on April 24, 2026. 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 2027 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 |
|
| 23,617,087 |
|
|
| 140,117 |
|
|
| 1,761,224 |
|
Kenneth C. Bockhorst |
|
| 23,253,245 |
|
|
| 503,959 |
|
|
| 1,761,224 |
|
Henry F. Brooks |
|
| 23,662,974 |
|
|
| 94,230 |
|
|
| 1,761,224 |
|
Melanie K. Cook |
|
| 23,643,435 |
|
|
| 113,769 |
|
|
| 1,761,224 |
|
Xia Liu |
|
| 23,578,656 |
|
|
| 178,548 |
|
|
| 1,761,224 |
|
James W. McGill |
|
| 23,502,909 |
|
|
| 254,295 |
|
|
| 1,761,224 |
|
Tessa M. Myers |
|
| 23,626,968 |
|
|
| 130,236 |
|
|
| 1,761,224 |
|
James F. Stern |
|
| 23,537,947 |
|
|
| 219,257 |
|
|
| 1,761,224 |
|
Glen E. Tellock |
|
| 23,205,574 |
|
|
| 551,630 |
|
|
| 1,761,224 |
|
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 | ||||||
22,296,318 |
|
| 1,414,098 |
|
|
|
| 46,788 |
|
|
| 1,761,224 |
|
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 | ||||||
24,023,182 |
|
| 1,384,881 |
|
|
| 110,370 |
|
|
| N/A |
|
Item 8.01. Other Events
Subsequent to the Company’s 2026 Annual Meeting of Shareholders and resultant election of directors, the Board approved the following committee assignments, effective April 24, 2026:
|
| BOARD COMMITTEES | |||||||||
INDEPENDENT DIRECTOR |
| AUDIT & COMPLIANCE |
|
| COMPENSATION AND HUMAN RESOURCES |
|
| CORPORATE GOVERNANCE AND SUSTAINABILITY | |||
Todd A. Adams |
|
|
|
|
|
| X |
|
|
|
|
Henry F. Brooks |
|
|
|
|
|
| X |
|
|
|
|
Melanie K. Cook |
|
| X |
|
|
|
|
|
|
|
|
Xia Liu |
|
| X* |
|
|
|
|
|
|
|
|
James W. McGill |
|
|
|
|
|
| X* |
|
|
| X |
Tessa M. Myers |
|
| X |
|
|
|
|
|
|
| X |
James F. Stern |
|
| X |
|
|
|
|
|
|
| X |
Glen E. Tellock |
|
|
|
|
|
| X |
|
|
| X* |
In addition, Mr. Tellock continues as Lead Outside Director.
* Denotes committee chair
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
EXHIBIT INDEX
Exhibit No. | Description | |
(3.1) |
| Restated By-laws of Badger Meter, Inc., as amended and restated as of April 24, 2026. |
(104) |
| Cover Page Interactive Data File (the cover page Interactive Data File is embedded within the Inline XBRL document). |
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, 2026 By: /s/ William R.A. Bergum
William R. A. Bergum
Vice President – General Counsel and Secretary