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 26, 2020

BADGER METER INC

(Exact name of registrant as specified in its charter)

Wisconsin	001-06706	39-0143280
(State or other<br><br> <br>jurisdiction of<br><br> <br>incorporation)	(Commission File<br><br> <br>Number)	(IRS Employer<br><br> <br>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 LLC

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<br> Certain Officers.

On February 26, 2020, the Company announced that James W. McGill, 64, a retired executive of Eaton Corporation, has been appointed director of the Company effective as of February 26, 2020. He was also named to the Compensation Committee of the Board. Mr. McGill will serve until the Company’s next Annual Meeting of Shareholders scheduled for April 24, 2020.

Mr. McGill 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 Proxy Statement filed with the U.S. Securities and Exchange Commission.

A copy of the press release related to the above actions 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.
(a)	Not applicable.
(b)	Not applicable.
(c)	Not applicable.
(d)	Exhibits. The exhibit furnished herewith is as listed in the accompanying Exhibit Index.

EXHIBIT INDEX

Exhibit No.	Description
(99.1)	Badger Meter,<br> Inc. Press Release dated February 26, 2020.

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: February 26, 2020	By:	/s/ Robert A. Wrocklage
		Robert A. Wrocklage
		Senior Vice President – Chief Financial Officer

Exhibit 99.1

Badger Meter Appoints McGill to Board of Directors

MILWAUKEE--(BUSINESS WIRE)--February 26, 2020--Badger Meter, Inc. (NYSE: BMI) today announced that James W. McGill, a retired executive of Eaton Corporation, has been appointed to its Board of Directors, effective immediately. The appointment of Mr. McGill increases the size of the Board to ten members.

During his nearly 40-year tenure at Eaton Corporation, he held various management positions with increasing responsibility including Executive Vice President-Chief Human Resources Officer. Among his other roles, he was Vice President–Eaton Business System, led Electrical Segment operations in the Asia-Pacific, and ultimately retired as a Corporate Officer and President of the Electrical Sector Americas. He currently serves on the Board of Powell Industries (NASDAQ:POWL).

“I am thrilled to have Jim join the Board,” said Badger Meter Chairman, President and Chief Executive Officer, Kenneth C. Bockhorst. “Jim brings broad experience running large, global businesses and driving continuous improvement processes. He also has extensive human resources expertise. The breadth of his leadership, strategic and financial experience along with his understanding of corporate governance practices will be a real asset to the Board.”

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

Contacts

Karen Bauer at (414) 371-7276 kbauer@badgermeter.com