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Badger Meter Inc. – ‘10-K’ for 12/31/23 – ‘EX-97.COMPRECOVERY’

On:  Friday, 2/16/24, at 1:26pm ET   ·   For:  12/31/23   ·   Accession #:  950170-24-16245   ·   File #:  1-06706

Previous ‘10-K’:  ‘10-K’ on 2/22/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   11 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/16/24  Badger Meter Inc.                 10-K       12/31/23   94:10M                                    Donnelley … Solutions/FA

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.21M 
 2: EX-21       Subsidiaries List                                   HTML     37K 
 3: EX-23       Consent of Expert or Counsel                        HTML     29K 
 7: EX-97.COMPRECOVERY  Clawback Policy re: Recovery of             HTML     42K 
                Erroneously Awarded Compensation                                 
 4: EX-31       Certification -- §302 - SOA'02                      HTML     33K 
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     33K 
 6: EX-32       Certification -- §906 - SOA'02                      HTML     30K 
 9: R1          Document and Entity Information                     HTML     99K 
10: R2          Consolidated Balance Sheets                         HTML    149K 
11: R3          Consolidated Balance Sheets (Parenthetical)         HTML     36K 
12: R4          Consolidated Statements of Operations               HTML     95K 
13: R5          Consolidated Statements of Comprehensive Income     HTML     51K 
14: R6          Consolidated Statements of Cash Flows               HTML    115K 
15: R7          Consolidated Statements of Shareholders' Equity     HTML     74K 
16: R8          Consolidated Statements of Shareholders' Equity     HTML     37K 
                (Parenthetical)                                                  
17: R9          Pay vs Performance Disclosure                       HTML     41K 
18: R10         Insider Trading Arrangements                        HTML     33K 
19: R11         Basis of Presentation and Accounting Policies       HTML    208K 
20: R12         Common Stock                                        HTML     38K 
21: R13         Acquisitions                                        HTML     35K 
22: R14         Short-term Debt and Credit Lines                    HTML     32K 
23: R15         Stock Compensation                                  HTML    146K 
24: R16         Commitments and Contingencies                       HTML     35K 
25: R17         Employee Benefit Plans                              HTML    101K 
26: R18         Income Taxes                                        HTML    191K 
27: R19         Industry Segment and Geographic Areas               HTML    100K 
28: R20         Unaudited: Quarterly Results of Operations, Common  HTML    130K 
                Stock Price and Dividends                                        
29: R21         Revenue Recognition                                 HTML     70K 
30: R22         Leases                                              HTML     65K 
31: R23         Basis of Presentation and Accounting Policies       HTML    240K 
                (Policies)                                                       
32: R24         Basis of Presentation and Accounting Policies       HTML    179K 
                (Tables)                                                         
33: R25         Stock Compensation (Tables)                         HTML    133K 
34: R26         Employee Benefit Plans (Tables)                     HTML     91K 
35: R27         Income Taxes (Tables)                               HTML    190K 
36: R28         Industry Segment and Geographic Areas (Tables)      HTML     95K 
37: R29         Unaudited: Quarterly Results of Operations, Common  HTML    128K 
                Stock Price and Dividends (Tables)                               
38: R30         Revenue Recognition (Tables)                        HTML     52K 
39: R31         Leases (Tables)                                     HTML     65K 
40: R32         Basis of Presentation and Accounting Policies -     HTML     29K 
                Profile - Narrative (Details)                                    
41: R33         Basis of Presentation and Accounting Policies -     HTML     36K 
                Schedule of Changes in Allowance for Doubtful                    
                Accounts (Details)                                               
42: R34         Basis of Presentation and Accounting Policies -     HTML     34K 
                Schedule of Changes to Obsolete and Excess                       
                Inventories Reserve (Details)                                    
43: R35         Basis of Presentation and Accounting Policies -     HTML     39K 
                Property, Plant and Equipment - Narrative                        
                (Details)                                                        
44: R36         Basis of Presentation and Accounting Policies -     HTML     39K 
                Capitalized Software and Hardware - Narrative                    
                (Details)                                                        
45: R37         Basis of Presentation and Accounting Policies -     HTML     51K 
                Intangible Assets - Narrative (Details)                          
46: R38         Basis of Presentation and Accounting Policies -     HTML     50K 
                Schedule of Carrying Value and Accumulated                       
                Amortization of Intangible Assets (Details)                      
47: R39         Basis of Presentation and Accounting Policies -     HTML     36K 
                Goodwill - Narrative (Details)                                   
48: R40         Basis of Presentation and Accounting Policies -     HTML     37K 
                Schedule of Changes in Warranty and After-Sale                   
                Costs Reserve (Details)                                          
49: R41         Basis of Presentation and Accounting Policies -     HTML     30K 
                Research and Development - Narrative (Details)                   
50: R42         Basis of Presentation and Accounting Policies -     HTML     62K 
                Schedule of Components of Accumulated Other                      
                Comprehensive Income (Details)                                   
51: R43         Basis of Presentation and Accounting Policies -     HTML     82K 
                Recently Adopted Accounting Pronouncements -                     
                Narrative (Details)                                              
52: R44         Common Stock (Details)                              HTML     55K 
53: R45         Acquisitions (Details)                              HTML     68K 
54: R46         Short-term Debt and Credit Lines - Narrative        HTML     43K 
                (Details)                                                        
55: R47         Stock Compensation - Additional Information -       HTML     42K 
                Narrative (Details)                                              
56: R48         Stock Compensation - Stock Options - Narrative      HTML     52K 
                (Details)                                                        
57: R49         Stock Compensation - Summary of Stock Option        HTML     53K 
                Activity (Details)                                               
58: R50         Stock Compensation - Summary of Aggregate           HTML     43K 
                Intrinsic Value Related to Options (Details)                     
59: R51         Stock Compensation - Director Stock Grant -         HTML     48K 
                Narrative (Details)                                              
60: R52         Stock Compensation - Restricted Stock - Narrative   HTML     43K 
                (Details)                                                        
61: R53         Stock Compensation - Schedule of Fair Value of      HTML     52K 
                Nonvested Shares (Details)                                       
62: R54         Stock Compensation - Performance Share Units -      HTML     54K 
                Narrative (Details)                                              
63: R55         Stock Compensation - Summary of Performance Share   HTML     58K 
                Activity (Details)                                               
64: R56         Commitments and Contingencies - Narrative           HTML     29K 
                (Details)                                                        
65: R57         Employee Benefit Plans - Narrative (Details)        HTML     50K 
66: R58         Employee Benefit Plans - Components of Net          HTML     44K 
                Periodic Postretirement Benefit Cost (Details)                   
67: R59         Employee Benefit Plans - Other Postretirement       HTML     47K 
                Benefits - Narrative (Details)                                   
68: R60         Employee Benefit Plans - Reconciliation of Benefit  HTML     45K 
                Obligations, Plan Assets and Funded Status                       
                (Details)                                                        
69: R61         Employee Benefit Plans - Schedule of Amounts        HTML     37K 
                Recognized in Consolidated Balance Sheets                        
                (Details)                                                        
70: R62         Employee Benefit Plans - Schedule of Amounts        HTML     34K 
                Included in Accumulated Other Comprehensive                      
                Income, Net of Tax Expected to Recognized in Net                 
                Periodic Benefit Cost (Details)                                  
71: R63         Income Taxes - Details of Earnings Before Income    HTML     37K 
                Taxes (Details)                                                  
72: R64         Income Taxes - Schedule of Provision (Benefit) for  HTML     49K 
                Income Taxes (Details)                                           
73: R65         Income Taxes - Reconciliation of Provision for      HTML     50K 
                Income Taxes (Details)                                           
74: R66         Income Taxes - Components of Deferred Income Taxes  HTML     77K 
                (Details)                                                        
75: R67         Income Taxes - Narrative (Details)                  HTML     48K 
76: R68         Income Taxes - Schedule of Changes in Gross         HTML     36K 
                Liability for Unrecognized Tax Benefits (Details)                
77: R69         Industry Segment and Geographic Areas - Narrative   HTML     29K 
                (Details)                                                        
78: R70         Industry Segment and Geographic Areas (Details)     HTML     71K 
79: R71         Unaudited: Quarterly Results of Operations, Common  HTML     79K 
                Stock Price and Dividends (Details)                              
80: R72         Revenue Recognition - Disaggregation of Revenue     HTML     53K 
                (Details)                                                        
81: R73         Revenue Recognition - Contract Assets and           HTML     32K 
                Liabilities (Details)                                            
82: R74         Revenue Recognition - Narrative 3 (Details 1)       HTML     29K 
83: R75         Revenue Recognition - Narrative 3 (Details)         HTML     47K 
84: R76         Revenue Recognition - Narrative 4 (Details)         HTML     31K 
85: R77         Revenue Recognition - Narrative 5 (Details)         HTML     34K 
86: R78         Leases - Narrative (Details)                        HTML     32K 
87: R79         Leases - Schedule of Right-of-Use Assets and the    HTML     35K 
                Corresponding Lease Liabilities (Details)                        
88: R80         Leases - Schedule of Rent Expenses (Details)        HTML     33K 
89: R81         Leases - Schedule of Future Minimum Lease Payments  HTML     47K 
                to be Paid under Operating Leases (Details)                      
91: XML         IDEA XML File -- Filing Summary                      XML    180K 
94: XML         XBRL Instance -- bmi-20231231_htm                    XML   2.73M 
90: EXCEL       IDEA Workbook of Financial Report Info              XLSX    152K 
 8: EX-101.SCH  XBRL Taxonomy Extension Schema With Embedded         XSD   3.27M 
                Linkbases Document -- bmi-20231231                               
92: JSON        XBRL Instance as JSON Data -- MetaLinks              587±   906K 
93: ZIP         XBRL Zipped Folder -- 0000950170-24-016245-xbrl      Zip    419K

‘EX-97.COMPRECOVERY’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

  EX-97.CompRecovery  

Badger Meter Inc. Compensation Recovery Policy

1.
Purpose. The purpose of this Recovery Policy (this “Policy”) is to describe the circumstances under which Badger Meter Inc. (the “Company”) is required to or shall have the right to recover certain compensation paid to certain employees. Any references in compensation plans, agreements, equity awards or other policies to the Company’s “recoupment”, “clawback” or similarly-named policy shall be deemed to refer to this Policy with respect to Incentive-Based Compensation or Time-Based Compensation Received on or after the Effective Date. With respect to Incentive-Based Compensation or Time-Based Compensation Received prior to the Effective Date, such references to the Company’s “recoupment”, “clawback” or similarly-named policy in compensation plans, agreements, equity awards or other policies shall be deemed to refer to the Company’s “recoupment,” “clawback” or similarly-named policy, if any, in effect prior to the Effective Date.

 

2.
Mandatory Recovery of Compensation. In the event that the Company is required to prepare an Accounting Restatement, the Company shall recover reasonably promptly the amount of Erroneously Awarded Compensation.

 

3.
Discretionary Recovery of Compensation. In the event that the Company determines that a Covered Officer engaged in any illegal or fraudulent conduct or a material breach of the Company’s Code of Business Conduct, a result of which is financial or reputational harm to the Company, the Company shall be entitled, but not obligated, to recover from such Covered Officer (whether or not then serving as a Covered Officer) an amount of Incentive-Based Compensation or Time-Based Compensation determined by the Committee in its discretion.

 

4.
Definitions. For purposes of this Policy, the following terms, when capitalized, shall have the meanings set forth below:

 

(a)
“Accounting Restatement” shall mean any accounting restatement required due to material noncompliance of the Company with any financial reporting requirement under the securities laws, including to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

 

(b)
“Covered Officer” shall mean the Company’s president; principal financial officer; principal accounting officer (or if there is no such accounting officer, the controller); any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance); any other officer who performs a significant policy-making function; or any other person who performs similar significant policy-making functions for the Company.

 

(c)
“Effective Date” shall mean October 2, 2023.

 

(d)
“Erroneously Awarded Compensation” shall mean the excess of (i) the amount of Incentive-Based Compensation Received by a person (A) after beginning service as a Covered Officer, (B) who served as a Covered Officer at any time during the performance period for that Incentive-Based Compensation, (C) while the Company has a class of securities listed on a national securities exchange or a national securities association and (D) during the Recovery Period; over (ii) the Recalculated Compensation. For the avoidance of doubt, a person who served as a Covered Officer during the periods set forth in clauses (A) and (B) of the preceding sentence shall continue to be subject to this Policy even after such person’s service as a Covered Officer has ended.

 

(e)
“Incentive-Based Compensation” shall mean any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure. A financial reporting measure is a measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, regardless of whether such measure is presented within the financial statements or included in a filing with the Securities and Exchange Commission. Each of stock price and total shareholder return is a financial reporting measure.

 

(f)
“Recalculated Compensation” shall mean the amount of Incentive-Based Compensation that otherwise would have been Received had it been determined based on the restated amounts in the Accounting Restatement, computed without regard to any taxes paid. For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of the Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the amount of the Recalculated Compensation must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return, as the case may be, on the compensation Received. The Company must maintain
documentation of the determination of that reasonable estimate and provide such documentation to the national securities exchange or association on which its securities are listed.

(g)
Incentive-Based Compensation is deemed “Received” in the Company’s fiscal period during which the financial reporting measure specified in the award of such Incentive-Based Compensation is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.

 

(h)
“Recovery Period” shall mean the three completed fiscal years of the Company immediately preceding the date the Company is required to prepare an Accounting Restatement; provided that the Recovery Period shall not begin before the Effective Date. For purposes of determining the Recovery Period, the Company is considered to be “required to prepare an Accounting Restatement” on the earlier to occur of: (i) the date the Company’s Board of Directors, a committee thereof, or the Company’s authorized officers conclude, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement. If the Company changes its fiscal year, then the transition period within or immediately following such three completed fiscal years also shall be included in the Recovery Period, provided that if the transition period between the last day of the Company’s prior fiscal year end and the first day of its new fiscal year comprises a period of nine to 12 months, then such transition period shall instead be deemed one of the three completed fiscal years and shall not extend the length of the Recovery Period.

 

(i)
“Time-Based Compensation” shall mean any compensation that is paid pursuant to an equity-based award the amount of which is determined wholly or partially in relation to the fair market value of a share of the Company’s common stock, that is granted, earned or vests based solely on the passage of time or on the basis of non-financial reporting measures, and that is not Incentive-Based Compensation.

 

5.
Exceptions. Notwithstanding anything to the contrary in this Policy, recovery of Erroneously Awarded Compensation will not be required to the extent the Company’s committee of independent directors responsible for executive compensation decisions (or a majority of the independent directors on the Company’s board of directors in the absence of such a committee) has made a determination that such recovery would be impracticable and one of the following conditions have been satisfied:

 

(a)
The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered; provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation that was Incentive-Based Compensation based on the expense of enforcement, the Company must make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover, and provide that documentation to the national securities exchange or association on which its securities are listed.

 

(b)
Recovery would violate home country law where, with respect to Incentive-Based Compensation, that law was adopted prior to November 28, 2022; provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation that was Incentive-Based Compensation based on violation of home country law, the Company must obtain an opinion of home country counsel, acceptable to the national securities exchange or association on which its securities are listed, that recovery would result in such a violation, and must provide such opinion to the exchange or association.

 

(c)
Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.

 

6.
Manner of Recovery. In addition to any other actions permitted by law or contract, the Company may take any or all of the following actions to recover any Erroneously Awarded Compensation and any Incentive-Based Compensation or Time-Based Compensation otherwise recoverable under this Policy: (a) require the Covered Officer to repay such amount; (b) offset such amount from any other compensation owed by the Company or any of its affiliates to the Covered Officer, regardless of whether the contract or other documentation governing such other compensation specifically permits or specifically prohibits such offsets; and (c) subject to Section 5(c), to the extent the relevant compensation was deferred into a plan of deferred compensation, whether or not qualified, forfeit such amount (as well as the earnings on such amounts) from the Covered Officer’s balance in such plan, regardless of whether the plan specifically permits or specifically prohibits such forfeiture. If the Erroneously Awarded Compensation or otherwise recoverable compensation consists of shares of the Company’s common stock, and the Covered Officer still owns such shares, then the Company may obtain recovery by requiring the Covered Officer to transfer such shares back to the Company.

 

7.
Other.

 

(a)
This Policy shall be administered and interpreted, and may be amended from time to time, by the Company’s board of directors or any committee to which the board may delegate its authority in its sole discretion in compliance with the applicable listing standards of the national securities exchange or association on which the Company’s securities are listed, and the determinations of the board or such committee shall be binding on all Covered Officers.

 

(b)
The Company shall not indemnify any Covered Officer against the loss of Erroneously Awarded Compensation and shall not be obligated to indemnify any Covered Officer against the loss of any other recovery compensation.

 

(c)
The Company shall file all disclosures with respect to this Policy in accordance with the requirements of the Federal securities laws, including disclosure required by the Securities and Exchange Commission.

 

(d)
Any right to recovery under this Policy shall be in addition to, and not in lieu of, any other rights of recovery that may be available to the Company.

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/16/24
For Period end:12/31/23
10/2/234
11/28/22
 List all Filings 

1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/19/24  Badger Meter Inc.                 10-Q        3/31/24   47:3.7M                                   Donnelley … Solutions/FA

10 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/01/23  Badger Meter Inc.                 8-K:5,9     4/28/23   11:354K                                   Donnelley … Solutions/FA
 2/22/23  Badger Meter Inc.                 10-K       12/31/22   98:17M                                    Donnelley … Solutions/FA
 7/09/21  Badger Meter Inc.                 8-K:1,2,9   7/08/21   11:1.3M                                   ActiveDisclosure/FA
 4/30/21  Badger Meter Inc.                 8-K:5,9     4/30/21   13:444K                                   ActiveDisclosure/FA
 2/24/21  Badger Meter Inc.                 10-K       12/31/20  100:13M                                    ActiveDisclosure/FA
10/28/20  Badger Meter Inc.                 10-Q        9/30/20   57:5.8M                                   ActiveDisclosure/FA
 4/29/20  Badger Meter Inc.                 10-Q        3/31/20   57:4.5M                                   ActiveDisclosure/FA
 2/21/20  Badger Meter Inc.                 10-K       12/31/19  102:14M                                    ActiveDisclosure/FA
 3/04/09  Badger Meter Inc.                 10-K       12/31/08   12:1.1M                                   Bowne Boc/FA
10/23/08  Badger Meter Inc.                 10-Q        9/30/08    8:332K                                   Bowne Boc/FA
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Filing Submission 0000950170-24-016245   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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