Current Report Filing (8-k)
September 08 2017 - 8:36AM
Edgar (US Regulatory)
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
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(Date of earliest event reported)
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September 8, 2017
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Badger
Meter, Inc.
(Exact
name of registrant as specified in its charter)
Wisconsin
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1-6706
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39-0143280
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(State or other
jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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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))
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
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
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(c) On September 6, 2017, Badger Meter, Inc. (the “
Company
”)
appointed Kenneth C. Bockhorst, age 44, to the position of Senior Vice
President – Chief Operating Officer of the Company. Mr. Bockhorst is
anticipated to begin service no later than November 1, 2017. Mr.
Bockhorst currently serves as the Executive Vice President of the Energy
Segment of Actuant Corporation, a diversified industrial company
(“Actuant”), a position he has held since April 2016. From 2011 until
April 2016, he served as the Global Operations Leader of Actuant’s
Enerpac business. Prior to joining Actuant, Mr. Bockhorst held product
management and operational leadership roles at IDEX Corporation and
Eaton Corporation.
Mr. Bockhorst was not selected as Senior Vice President – Chief
Operating Officer pursuant to any agreement or understanding between him
and any other person. Mr. Bockhorst does not have any direct or indirect
material interest in any transaction requiring disclosure under Item
404(a) of Regulation S-K nor any family relationships reportable under
Item 401(d) of Regulation S-K.
In connection with his appointment, Mr. Bockhorst is entitled to, among
other things: (i) an annual base salary of $500,000; (ii) a one-time
equity grant of $700,000 in the form of restricted stock, which will
vest ratably over a five-year period; (iii) eligibility to participate
in the Company’s annual bonus plan program with a target bonus of 70% of
base salary; (iv) eligibility to participate in the Company’s Long-Term
Incentive Plan comprised of the following: (a) 30% restricted stock
awards, with cliff-vesting to occur at the end of a three-year period,
(b) 30% stock option awards, with vesting to occur ratably over a
five-year period and (c) 40% performance shares, with grants generally
occurring on the first Friday of March each year; (v) eligibility to
enter into a Key Executive Employment and Severance Agreement with the
Company, which provides for two years severance benefits for all
executive officers in the event that there is a change-in-control of the
Company; and (vi) all other usual compensation and benefit programs
available to an executive officer of the Company. For more information
on the Company’s compensation and benefit programs, see the Company’s
Definitive Proxy Statement for the 2017 Annual Meeting of Shareholders,
filed with the U.S. Securities and Exchange Commission on March 14,
2017. The description of Mr. Bockhorst’s Key Executive Employment and
Severance Agreement is qualified in its entirety by reference to the
form of severance agreement filed as Exhibit 10.12 to the Company’s
Annual Report on Form 10-K filed on March 4, 2009, which form of
severance agreement is incorporated herein by reference.
Item 7.01
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Regulation FD Disclosure
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The Company issued a press release announcing the appointment of Mr.
Bockhorst. A copy of the press release is furnished herewith as Exhibit
99.1 and incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information
contained in Item 7.01 of this Current Report shall not be deemed to be
“filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by
reference into a filing under the Securities Act of 1933, as amended, or
the Exchange Act, except as expressly set forth by specific reference in
such filing.
Item 9.01
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Financial Statements and Exhibits
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(a)
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Not applicable.
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(b)
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Not applicable.
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(c)
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Not applicable.
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(d)
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Exhibits
. The exhibit listed in the accompanying exhibit
index is furnished under Item 7.01 of this Current Report on Form
8-K.
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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.
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BADGER METER, INC.
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Date:
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September 8, 2017
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By:
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/s/ William R. A. Bergum
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William R. A. Bergum
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Vice President – General Counsel and
Secretary
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