Current Report Filing (8-k)
February 27 2019 - 5:07PM
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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February 27, 2019
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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. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On February 27, 2019, Badger Meter, Inc. (the “Company”) issued a press
release announcing that Tessa M. Myers, 42, Vice President-North America
Sales, Services and Solutions for Rockwell Automation, has been
appointed director of the Company to fill a newly created board seat,
effective as of February 27, 2019. She was also named to the Corporate
Governance Committee of the Board. Ms. Myers will serve until the
Company’s next Annual Meeting of Shareholders scheduled for April 26,
2019.
Ms. Myers 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 2018 Proxy
Statement filed with the U.S. Securities and Exchange Commission on
March 16, 2018.
A copy of the press release 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)
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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 furnished herewith is as listed in
the accompanying Exhibit Index.
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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: February 27, 2019
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By:
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/s/ Robert A. Wrocklage
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Robert A. Wrocklage
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Vice President – Finance, Chief Financial Officer
and Treasurer
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