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

_______________________

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. ☐

Item 5.02.           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 1, 2022, Badger Meter, Inc. (the “Company”) announced that Xia Liu, 52, Executive Vice President and Chief Financial Officer of WEC Energy Group, Inc. has been appointed a director of the Company effective as of August 1, 2022.  She was also named to the Audit and Compliance Committee of the Company’s Board of Directors.  Ms. Liu will serve until the Company’s next Annual Meeting of Shareholders.

Ms. Liu 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 18, 2022.

A copy of the press release related to the appointment of Ms. Liu 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.

Item 9.01.           Financial Statements and Exhibits.

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 Ms. Xia Liu to Its Board of Directors

MILWAUKEE--(BUSINESS WIRE)--August 1, 2022--Badger Meter, Inc. (NYSE:BMI) today announced that Xia Liu, Executive Vice President and Chief Financial Officer of WEC Energy Group (NYSE:WEC), has been appointed to its Board of Directors. The appointment of Ms. Liu increases the size of the Board to ten members.

Ms. Liu joined WEC Energy Group in her current role in June 2020 having overall responsibility for strategic and long-range financial planning, corporate forecasting and budgeting, investor relations, treasury, accounting, tax, insurance, and risk management functions. Prior to WEC Energy Group, Ms. Liu served as Executive Vice President and Chief Financial Officer of CenterPoint Energy since 2019. Previously, she spent 21 years with Southern Company and its subsidiaries across three states in a variety of roles of increasing financial responsibility.

Kenneth C. Bockhorst, Chairman, President and Chief Executive Officer of Badger Meter, commented, “I’m excited to have Xia join the Badger Meter Board of Directors as she brings a wealth of experience and unique perspective that will bring immediate and significant contributions. In addition to her wide-ranging financial and risk management expertise, her extensive utility knowledge and insights will be a vital resource to the Board.”

Ms. Liu earned her bachelors and master’s degrees in finance from Renmin University of China, and a master’s degree in business administration from Emory University. She also completed two years of study in the Ph.D. in Economics program at Emory University. She is a Chartered Financial Analyst (CFA), an International Women’s Forum Leadership Foundation fellow and a graduate of Leadership Atlanta, and has completed executive programs at Harvard University and INSEAD Business School in France.

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 badgermeter.com.

Contacts

Karen Bauer

        \(414\) 371-7276 

        kbauer@badgermeter.com