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)
February 26, 2020
 
 
 
 
 
 
BADGER METER INC
(Exact name of registrant as specified in its charter)
 
Wisconsin 
 
001-06706
 
39-0143280 
(State or other
jurisdiction of
incorporation)
 
(Commission File
Number)
 
(IRS Employer
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 LLC

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 February 26, 2020, the Company announced that James W. McGill, 64, a retired executive of Eaton Corporation, has been appointed director of the Company effective as of February 26, 2020.  He was also named to the Compensation Committee of the Board.  Mr. McGill will serve until the Company’s next Annual Meeting of Shareholders scheduled for April 24, 2020.

Mr. McGill 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.

A copy of the press release related to the above actions is being furnished 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. 
 
 
 
(a)
 
Not applicable. 
 
 
 
(b)
 
Not applicable. 
 
 
 
(c)
 
Not applicable.
 
 
 
(d)
 
Exhibits.  The exhibit furnished herewith is as listed in the accompanying Exhibit Index.



EXHIBIT INDEX
 
Exhibit No.
 
Description
 
 


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: February 26, 2020
By:
/s/ Robert A. Wrocklage
 
 
Robert A. Wrocklage
 
 
Senior Vice President – Chief Financial Officer
Badger Meter (NYSE:BMI)
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