UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
_______________________
 
FORM 8-K/A
(Amendment No. 1)
 
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
_______________________
 
Date of Report
 
 
(Date of earliest
April 28, 2017
 
event reported): 
 
 
 
Badger Meter, Inc. 
(Exact name of registrant as specified in its charter)
 
 
Wisconsin  
 
1-6706  
 
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))
 
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.
 



 
The undersigned hereby amends Item 5.07 of the registrant’s Current Report on Form 8-K, dated April 28, 2017, to read in its entirety as set forth below for the purpose of disclosing the decision of Badger Meter, Inc. regarding the frequency of shareholder votes on the compensation of executives in light of the advisory vote on this subject at its 2017 Annual Meeting of Shareholders.
 

Item 5.07.
Submission of Matters to a Vote of Security Holders.

 
The Company’s 2017 Annual Meeting of Shareholders was held on April 28, 2017. 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 2018 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
 
 
22,318,133
 
 
 
2,409,996
 
 
 
2,262,258
 
Thomas J. Fischer
 
 
22,863,787
 
 
 
1,864,342
 
 
 
2,262,258
 
Gale E. Klappa
 
 
23,338,687
 
 
 
1,389,442
 
 
 
2,262,258
 
Gail A. Lione
 
 
23,791,701
 
 
 
936,428
 
 
 
2,262,258
 
Richard A. Meeusen
 
 
22,948,797
 
 
 
1,779,332
 
 
 
2,262,258
 
Andrew J. Policano
 
 
22,761,363
 
 
 
1,966,766
 
 
 
2,262,258
 
James F. Stern
 
 
24,502,476
 
 
 
225,653
 
 
 
2,262,258
 
Glen E. Tellock
 
 
24,500,465
 
 
 
227,664
 
 
 
2,262,258
 
Todd J. Teske
 
 
21,531,289
 
 
 
3,196,840
 
 
 
2,262,258
 
 
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
 
22,902,521
 
 
 
1,662,031
 
 
 
163,577
 
 
 
2,262,258
 
 
Advisory Vote on Frequency of the Advisory Vote on Compensation of Our Named Executive Officers. The following is a breakdown of the voting results on the advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers:
 
3 YEAR
 
 
 
2 YEAR
 
 
 
1 YEAR
 
 
 
ABSTENTIONS
 
 
 
NON-VOTES
 
10,214,572
 
 
 
179,990
 
 
 
13,817,076
 
 
 
516,491
 
 
 
2,262,258
 
 
In light of the results of this vote and other factors, the Board of Directors approved including a non-binding shareholder advisory vote on the compensation of the Company’s named executive officers in the Company’s proxy materials on an annual basis until the next time the Company must include in its proxy materials a non-binding shareholder advisory vote on how frequently shareholders will vote, on a non-binding, advisory basis, to approve the compensation of the Company’s named executive officers, which would be at the Company’s 2023 annual meeting of shareholders.
 

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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
 
 
 
VOTES AGAINST
 
 
 
ABSTENTIONS
 
 
 
NON-VOTES
 
26,495,735
 
 
 
472,085
 
 
 
22,567
 
 
 
N/A
 
 
 
 
 

 

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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: August 17, 2017
By:
/s/ William R. A. Bergum
 
 
 
William R. A. Bergum
 
 
 
Vice President - General Counsel and
 
 
 
Secretary
 
 



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