Badger Meter Inc 8-K, filed Apr 29, 2025
Badger Meter Inc (BMI)
About this 8-K
Badger Meter Inc filed this 8-K on April 29, 2025, reporting on events of April 25, 2025.
Items reported
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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 5.07. Submission of Matters to a Vote of Security Holders.
The Company’s 2025 Annual Meeting of Shareholders was held on April 25, 2025. 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 2026 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 |
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VOTES FOR |
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WITHHELD |
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NON-VOTES |
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Todd A. Adams |
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23,546,674 |
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532,668 |
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1,764,461 |
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Kenneth C. Bockhorst |
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22,988,713 |
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1,090,629 |
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1,764,461 |
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Henry F. Brooks |
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24,020,532 |
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58,810 |
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1,764,461 |
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Melanie K. Cook |
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24,022,393 |
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56,949 |
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1,764,461 |
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Xia Liu |
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23,974,831 |
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104,511 |
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1,764,461 |
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James W. McGill |
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23,805,522 |
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273,820 |
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1,764,461 |
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Tessa M. Myers |
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23,810,634 |
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268,708 |
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1,764,461 |
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James F. Stern |
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23,806,501 |
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272,841 |
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1,764,461 |
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Glen E. Tellock |
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23,461,224 |
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618,118 |
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1,764,461 |
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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 |
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VOTES AGAINST |
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ABSTENTIONS |
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NON-VOTES |
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22,090,272 |
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1,917,168 |
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71,902 |
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1,764,461 |
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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 |
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VOTES AGAINST |
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ABSTENTIONS |
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NON-VOTES |
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24,634,519 |
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1,107,159 |
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102,125 |
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N/A |
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Item 8.01. Other Events
Subsequent to the Company’s 2025 Annual Meeting of Shareholders and resultant election of directors, the Board approved the following committee assignments, effective April 25, 2025:
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BOARD COMMITTEES |
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INDEPENDENT DIRECTOR |
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AUDIT & COMPLIANCE |
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COMPENSATION AND HUMAN RESOURCES |
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CORPORATE GOVERNANCE AND SUSTAINABILITY |
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Todd A. Adams |
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X* |
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Henry F. Brooks |
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X |
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Melanie K. Cook |
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X |
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Xia Liu |
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X* |
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James W. McGill |
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X |
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X |
Tessa M. Myers |
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X |
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X |
James F. Stern |
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X |
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X |
Glen E. Tellock |
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X |
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X* |
In addition, Mr. Tellock continues as Lead Outside Director.
* Denotes committee chair
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: April 29, 2025 By: /s/ William R.A. Bergum
William R. A. Bergum
Vice President – General Counsel and Secretary