8-K
BADGER METER INC (BMI)
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<br><br>Of incorporation) | (Commission File<br><br>Number) | (IRS Employer<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 |
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. ☐
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MILW_10036585.1
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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 &<br><br>COMPLIANCE | COMPENSATION AND HUMAN RESOURCES | CORPORATE<br><br>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
EX-3
Exhibit 3.1
ARTICLES OF AMENDMENT TO RESTATED ARTICLES OF INCORPORATION OF BADGER METER, INC.
The undersigned officer of Badger Meter, Inc., a Wisconsin corporation (the “Corporation”), incorporated under the Wisconsin Business Corporation Law, Chapter 180 of the Wisconsin Statutes, hereby certifies, in accordance with all applicable provisions of the Wisconsin Business Corporation Law as follows:
1. The name of the Corporation is Badger Meter, Inc.
2. Section 1(a) of Article Third of the Corporation’s Restated Articles of Incorporation, filed in the office of the Wisconsin Department of Financial Institutions on August 14, 2008, is amended to read in its entirety as follows:
The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is eighty (80) million shares, consisting of a single class designated “Common Stock” having a par value of one dollar ($1.00) per share.
3. The foregoing amendment was duly adopted by the Board of Directors of the Corporation on February 10, 2023 and by the shareholders of the Corporation on April 28, 2023 in accordance with Section 180.1003 of the Wisconsin Business Corporation Law.
Dated as of the 28th day of April, 2023.
BADGER METER, INC.
By: /s/ William R.A. Bergum
William R.A. Bergum
Vice President – General Counsel and Secretary
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