Badger Meter Inc.
04/28/2026 | Press release | Distributed by Public on 04/28/2026 15:27
Proxy Results, Amendments to Bylaws (Form 8-K)
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 24, 2026, the Board of Directors (the Board) of Badger Meter, Inc. (the Company) approved an amendment and restatement of the Company's Restated By-laws (the By-laws), including to:
•
Clarify the notice and adjournment requirements applicable to shareholder meetings conducted by means of remote communication.
•
Provide that, in the case of a meeting held solely by means of remote communication, the shareholder list must be open to the examination of any shareholder during the entire meeting on a reasonably accessible electronic network.
•
Expand the disclosures required from shareholders to propose business or nominate directors for election at the Company's annual meeting of shareholders.
•
Update the advance notice deadlines for shareholder proposals and nominations to not less than 90 days nor more than 120 days before the second Saturday in the month of April, or, if the annual meeting is advanced by more than 30 days or delayed by more than 60 days from the second Saturday in the month of April, no earlier than the 120th day prior to the date of such annual meeting and no later than the close of business on the later of (x) the 90th day prior to such annual meeting and (y) the 10th day following the day on which the public announcement of the date of such annual meeting is first made.
•
Require a shareholder soliciting proxies in support of director nominees other than the nominees of the Board to comply with the provisions of Rule 14a-19 of the Securities Exchange Act of 1934, as amended.
•
Require additional information and representations to be provided by director nominees.
•
Require a shareholder soliciting proxies from other shareholders to use a proxy card color other than white.
•
Incorporate other technical, ministerial and conforming changes.
The amendment and restatement of the By-laws became effective immediately. The foregoing summary of the changes effected by the amendment and restatement of the By-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-laws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company's 2026 Annual Meeting of Shareholders was held on April 24, 2026. 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 2027 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 |
WITHHELD |
NON-VOTES |
|||||||||
|
Todd A. Adams |
23,617,087 |
140,117 |
1,761,224 |
|||||||||
|
Kenneth C. Bockhorst |
23,253,245 |
503,959 |
1,761,224 |
|||||||||
|
Henry F. Brooks |
23,662,974 |
94,230 |
1,761,224 |
|||||||||
|
Melanie K. Cook |
23,643,435 |
113,769 |
1,761,224 |
|||||||||
|
Xia Liu |
23,578,656 |
178,548 |
1,761,224 |
|||||||||
|
James W. McGill |
23,502,909 |
254,295 |
1,761,224 |
|||||||||
|
Tessa M. Myers |
23,626,968 |
130,236 |
1,761,224 |
|||||||||
|
James F. Stern |
23,537,947 |
219,257 |
1,761,224 |
|||||||||
|
Glen E. Tellock |
23,205,574 |
551,630 |
1,761,224 |
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 |
||||||||||
|
22,296,318 |
1,414,098 |
46,788 |
1,761,224 |
||||||||||
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 |
|||||||||
|
24,023,182 |
1,384,881 |
110,370 |
N/A |
|||||||||
Badger Meter Inc. published this content on April 28, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 28, 2026 at 21:27 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]