SEC Info - Badger Meter Inc. - ‘8-K’ for 8/1/22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM i 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)	i August 1, 2022

i BADGER METER, INC

(Exact name of registrant as specified in its charter)

i Wisconsin		i 001-06706		i 39-0143280
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

i 4545 W. Brown Deer Rd., i Milwaukee, i Wisconsin i 53223

(Address of principal executive offices, including zip code)

( i 414) i 355-0400

(Registrant's telephone number, including area code)

i 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:

i ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ☐ 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
i Common Stock		i BMI		i 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 i ☐

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 August 1, 2022, Badger Meter, Inc. (the “Company”) announced that Xia Liu, 52, Executive Vice President and Chief Financial Officer of WEC Energy Group, Inc. has been appointed a director of the Company effective as of August 1, 2022. She was also named to the Audit and Compliance Committee of the Company’s Board of Directors. Ms. Liu will serve until the Company’s next Annual Meeting of Shareholders.

Ms. Liu 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 on March 18, 2022.

A copy of the press release related to the appointment of Ms. Liu is being filed 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 exhibits filed herewith is as listed in the accompanying Exhibit Index.

EXHIBIT INDEX

Exhibit No.		Description
(99.1)		Badger Meter, Inc. Press Release dated August 1, 2022.
(104)		Cover Page Interactive Date File (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: August 1, 2022	By:	/s/ *William R.A. Bergum*
		William R.A. Bergum
		Vice President – General Counsel and Secretary

This ‘8-K’ Filing	Date	Other Filings

Filed on / For Period end:	8/1/22
	3/18/22	DEF 14A
		List all Filings

Badger Meter Inc. – ‘8-K’ for 8/1/22

On: Monday, 8/1/22, at 9:18am ET · For: 8/1/22 · Accession #: 1157523-22-972 · File #: 1-06706

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‘8-K’ — Badger Meter, Inc. 8-K

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Dates Referenced Herein and Documents Incorporated by Reference

Badger Meter Inc. – ‘8-K’ for 8/1/22

On: Monday, 8/1/22, at 9:18am ET · For: 8/1/22 · Accession #: 1157523-22-972 · File #: 1-06706

Previous ‘8-K’: ‘8-K’ on / for 7/20/22 · Next: ‘8-K’ on / for 10/19/22 · Latest: ‘8-K’ on / for 4/18/24

Current Report — Form 8-KFiling Table of Contents

‘8-K’ — Badger Meter, Inc. 8-K

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

Dates Referenced Herein and Documents Incorporated by Reference

Current Report — Form 8-K

Filing Table of Contents