Badger Meter (NYSE: BMI) amends bylaws, shareholders approve board

Rhea-AI Filing Summary

Badger Meter, Inc. reported governance updates and voting results from its 2026 annual shareholder meeting. On April 24, 2026, the board approved amended and restated by-laws that clarify rules for remote shareholder meetings, require online shareholder list access during virtual-only meetings, and expand disclosure requirements for shareholder proposals and director nominations.

The changes also revise advance notice deadlines, require shareholders soliciting proxies for their own nominees to comply with Rule 14a-19, demand more information from director nominees, and mandate non-white proxy cards for non-board solicitations. All board-nominated directors were elected. Shareholders approved, on an advisory basis, executive compensation and ratified Ernst & Young LLP as independent auditor.

8-K Event Classification

4 items: 5.03, 5.07, 8.01, 9.01

4 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Say-on-pay votes for: 22,296,318 shares Say-on-pay votes against: 1,414,098 shares Auditor ratification votes for: 24,023,182 shares +3 more

6 metrics

Say-on-pay votes for 22,296,318 shares Advisory vote on executive compensation at 2026 annual meeting

Say-on-pay votes against 1,414,098 shares Advisory vote on executive compensation at 2026 annual meeting

Auditor ratification votes for 24,023,182 shares Ratification of Ernst & Young LLP

Auditor ratification votes against 1,384,881 shares Ratification of Ernst & Young LLP

Votes for director Henry F. Brooks 23,662,974 shares Election to serve until 2027 annual meeting

Votes for director Glen E. Tellock 23,205,574 shares Election to serve until 2027 annual meeting

Key Terms

Restated By-laws, advance notice deadlines, Rule 14a-19, advisory vote on executive compensation, +1 more

5 terms

Restated By-laws regulatory

"approved an amendment and restatement of the Company’s Restated By-laws"

advance notice deadlines regulatory

"Update the advance notice deadlines for shareholder proposals and nominations"

Rule 14a-19 regulatory

"comply with the provisions of Rule 14a-19 of the Securities Exchange Act of 1934"

Rule 14a-19 is a U.S. Securities and Exchange Commission rule that governs how independent proxy advisory firms produce and distribute voting recommendations for shareholders. It requires these advisers to provide companies with notice of their recommendations and a chance to respond, and to disclose certain conflicts; think of it as a referee ensuring both sides see a game plan before fans cast votes. Investors care because proxy advisers influence voting outcomes and corporate governance, so the rule affects transparency, potential bias, and the reliability of guidance that many investors rely on when voting shares.

advisory vote on executive compensation financial

"The shareholders of the Company approved, by advisory vote, the compensation"

Lead Outside Director regulatory

"In addition, Mr. Tellock continues as Lead Outside Director"

Understanding 8-K Material Events →

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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): April 24, 2026

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))

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

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 5.03. 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

Item 8.01. Other Events

Subsequent to the Company’s 2026 Annual Meeting of Shareholders and resultant election of directors, the Board approved the following committee assignments, effective April 24, 2026:

		BOARD COMMITTEES
INDEPENDENT DIRECTOR		AUDIT & COMPLIANCE				COMPENSATION AND HUMAN RESOURCES				CORPORATE GOVERNANCE AND SUSTAINABILITY
Todd A. Adams							X
Henry F. Brooks							X
Melanie K. Cook			X
Xia Liu			X*
James W. McGill							X*				X
Tessa M. Myers			X								X
James F. Stern			X								X
Glen E. Tellock							X				X*

In addition, Mr. Tellock continues as Lead Outside Director.

* Denotes committee chair

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

EXHIBIT INDEX

Exhibit No.		Description
(3.1)		Restated By-laws of Badger Meter, Inc., as amended and restated as of April 24, 2026.
(104)		Cover Page Interactive Data File (the cover page Interactive Data File is embedded within the Inline XBRL document).

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: April 28, 2026 By: /s/ William R.A. Bergum

William R. A. Bergum

Vice President – General Counsel and Secretary

FAQ

What bylaw changes did Badger Meter (BMI) adopt on April 24, 2026?

Badger Meter adopted amended and restated by-laws clarifying remote meeting procedures, expanding required disclosures for shareholder proposals and director nominations, revising advance notice deadlines, and aligning proxy solicitations with Rule 14a-19, including a requirement that non-board proxy cards use a color other than white.

How did Badger Meter (BMI) shareholders vote on director elections in 2026?

Shareholders elected all board-nominated directors to serve until the 2027 annual meeting. Each nominee, including Todd A. Adams and Glen E. Tellock, received more votes for than withheld, with millions of shares cast and separate non-vote totals recorded for each director position.

Was Badger Meter (BMI) executive compensation approved by shareholders in 2026?

Yes. Shareholders approved Badger Meter’s named executive officer compensation in an advisory vote, with 22,296,318 votes for, 1,414,098 votes against, 46,788 abstentions, and 1,761,224 non-votes recorded for the say-on-pay resolution at the 2026 annual meeting.

Which independent auditor did Badger Meter (BMI) shareholders ratify for 2026?

Shareholders ratified Ernst & Young LLP as Badger Meter’s independent registered public accounting firm. The ratification received 24,023,182 votes for, 1,384,881 votes against, and 110,370 abstentions, with the auditor ratification item not generating a separate non-vote category.

What new proxy solicitation requirements apply to Badger Meter (BMI) shareholders?

Shareholders soliciting proxies for director nominees other than the board’s must comply with Rule 14a-19 and provide additional nominee information. They also must use a proxy card color other than white, distinguishing their materials from the company’s own proxy card in future contests.

How did Badger Meter (BMI) update advance notice deadlines for proposals?

The amended by-laws set advance notice deadlines at not less than 90 days nor more than 120 days before the second Saturday in April, with alternative 120-day and 90-day windows, plus a 10-day period after public announcement, if the annual meeting date is significantly advanced or delayed.

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-3 EX-3.RESTATED-BYLAWS 224.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 26.6 KB