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

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BADGER METER INC

(Exact name of registrant as specified in its charter)

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:

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. ☐

On August 23, 2021, the Company announced that Henry F. Brooks, 61, President – Power & Controls, Collins Aerospace of Raytheon Technologies Corporation, has been appointed a director of the Company effective as of August 19, 2021.  He was also named to the Audit and Compliance Committee of the Board. Mr. Brooks will serve until the Company’s next Annual Meeting of Shareholders.

Mr. Brooks 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 on March 19, 2021.

With the addition of Mr. Brooks to the Audit and Compliance Committee, the board removed Todd A. Adams as a member of the Audit and Compliance Committee effective August 19, 2021.  Mr. Adams remains Chair of the Compensation Committee.

A copy of the press release related to the appointment of Mr. Brooks is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Form 8-K by reference.

EXHIBIT INDEX

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.

Exhibit 99.1

Badger Meter Appoints Henry F. Brooks to Board of Directors

MILWAUKEE--(BUSINESS WIRE)--August 23, 2021--Badger Meter, Inc. (NYSE:BMI) today announced that Henry F. Brooks, President – Power & Controls, Collins Aerospace of Raytheon Technologies Corporation (NYSE:RTX) has been appointed to its Board of Directors. The appointment of Mr. Brooks increases the size of the Board to nine members.

Mr. Brooks assumed his current role within Collins Aerospace, overseeing a multi-billion dollar revenue division of Raytheon Technologies that includes 35 sites and over 8,000 employees, in 2020. During his 30-year career, which spans roles of increasing responsibility at United Technologies Corporation, Collins Aerospace and Raytheon Technologies, among others, Mr. Brooks gained experience in the aerospace, defense and industrial sectors having held numerous leadership positions in engineering, operations and business unit management. He brings expertise in long-term strategic product and software development planning, building customer alliances, operating global locations, M&A execution, talent development, and cybersecurity, among others. Mr. Brooks holds a Bachelor of Science degree in Engineering Technology from the Milwaukee School of Engineering (MSOE) and an MBA from Northeastern University. He is a lifetime member of the National Society of Black Engineers serving on its Executive Leadership Council. He also serves on the Board of Directors for the General Aviation Manufacturers Association (GAMA).

“Henry brings deep knowledge and experience as it relates to engineering, new product and software development, and global business operations given his wide-ranging roles and responsibilities. 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, Chairman, President and Chief Executive Officer of Badger Meter.

About Badger Meter

With more than a century of water technology innovation, Badger Meter is a global provider of industry leading water solutions encompassing flow measurement, quality and other system parameters. These offerings provide our customers with the data and analytics essential to optimize their operations and contribute to the sustainable use and protection of the world’s most precious resource. For more information, visit www.badgermeter.com.

Contacts

Karen Bauer at (414) 371-7276

        kbauer@badgermeter.com