Bylaw Amendment · Shareholder Vote

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 28, 2023     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. ☐       - 2 - MILW_10036585.1 DOCPROPERTY "CUS_DocIDString" 4832-9968-4621.2   Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On April 28, 2023, Badger Meter, Inc. (the “Company”) filed an Articles of Amendment to the Restated Articles of Incorporation of the Company with the State of Wisconsin Department of Financial Institutions (the “Articles of Amendment”). The Articles of Amendment, which was approved by the Company’s shareholders on April 28, 2023, as discussed under Item 5.07 below, increases the authorized number of shares of the Company’s common stock, par value of one dollar ($1.00) per share, from 40,000,000 to 80,000,000. The Articles of Amendment is also described in the Company’s Definitive Proxy Statement filed on March 20, 2023 (the “Proxy Statement”), in the section entitled “AMENDMENT TO OUR RESTATED ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK.” The Articles of Amendment, which became effective when it was filed on April 28, 2023, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.   Item 5.07 . Submission of Matters to a Vote of Security Holders The Company’s 2023 Annual Meeting of Shareholders was held on April 28, 2023. 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 2024 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  VOTES AGAINST   WITHHELD NON-VOTES Todd A. Adams 24,697,209   457,189     28,450       1,403,632   Kenneth C. Bockhorst     23,273,709   1,873,366     35,773       1,403,632   Henry F. Brooks     24,833,605   320,781     28,462       1,403,632   Melanie K. Cook 25,006,949   147,937     27,962       1,403,632   Xia Liu     25,009,045   145,333     28,470       1,403,632   James W. McGill 24,830,891   323,507     28,450       1,403,632   Tessa M. Myers 24,895,706   259,282     27,860       1,403,632   James F. Stern     24,854,145   300,253     28,450       1,403,632   Glen E. Tellock 23,975,925   1,176,576     30,347       1,403,632   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 23,352,545     1,356,626         473,677       1,403,632     Proposal Regarding Frequency of Advisory Votes on Executive Compensation. The shareholders of the Company voted for One Year. The following is a breakdown of the voting results: ONE YEAR   TWO YEARS   THREE YEARS ABSTENTIONS NON-VOTES 23,870,637   55,259     1,203,204       53,748       1,403,632     Based on these results, and consistent with our recommendation and past practice, the Company will continue to hold an advisory vote on named executive officer compensation annually until the next required shareholder vote on the frequency of votes on named executive officer compensation.       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 25,009,999     1,464,695       111,786       N/A       Proposal to Amend the Articles of Incorporation to Increase Authorized Shares. The shareholders of the Company voted for the proposal. The following is a breakdown of the voting results: VOTES FOR VOTES AGAINST ABSTENTIONS NON-VOTES 25,718,616     773,445       94,419       N/A       Shareholder Proposal Requesting a Report on Hiring Practices. 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 4,337,975     20,412,057       432,816       1,403,632         Item 8.01 . Other Events Subsequent to the Company’s 2023 Annual Meeting of Shareholders and resultant election of directors, the Board appointed Glen E. Tellock to be Lead Independent Director and also approved the following committee assignments, effective April 28, 2023: 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* * Denotes committee chair           Item 9.01 . Financial Statements and Exhibits   ( d) Exhibits Exhibit Number Description 3.1 Articles of Amendment to the Restated Articles of Incorporation of Badger Meter, Inc. 104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL)   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: May 1, 2023 By: /s/ William R.A. Bergum William R.A. Bergum Vice President – General Counsel and Secretary