BADGER METER INC 8-K

What Happened

• Badger Meter, Inc. filed an 8‑K (Apr 28, 2026) reporting that on April 24, 2026 its Board approved an amended and restated set of bylaws effective immediately and that the company held its 2026 Annual Meeting of Shareholders on April 24, 2026 where all nine director nominees were elected. The filing also reports shareholder votes on executive compensation and the ratification of the independent auditor.

Key Details

• Bylaws amendments (effective Apr 24, 2026) include: clarified notice/adjournment rules for remote shareholder meetings; requirement that the shareholder list be available on a reasonably accessible electronic network during remote‑only meetings; expanded disclosure and representation requirements for shareholders proposing business or nominating directors; updated advance notice window for proposals/nominations to 90–120 days before the second Saturday in April (with an exception for meetings moved >30 days earlier or >60 days later); requirement that shareholders soliciting proxies for director nominees other than the Board’s comply with SEC Rule 14a‑19; and a requirement that non‑Board proxy solicitations use a proxy card color other than white.
• Election results: all nine nominees were elected to serve until the 2027 annual meeting. Nominees: Todd A. Adams; Kenneth C. Bockhorst; Henry F. Brooks; Melanie K. Cook; Xia Liu; James W. McGill; Tessa M. Myers; James F. Stern; Glen E. Tellock. Example tallies: Todd A. Adams — 23,617,087 for; 140,117 withheld; 1,761,224 non‑votes.
• Advisory (say‑on‑pay) vote: approved — 22,296,318 for; 1,414,098 against; 46,788 abstentions; 1,761,224 non‑votes.
• Auditor ratification: Ernst & Young LLP ratified as independent registered public accounting firm — 24,023,182 for; 1,384,881 against; 110,370 abstentions.
• Board committee assignments effective April 24, 2026 were announced; committee chairs named in the filing include Xia Liu, James W. McGill and Glen E. Tellock. Mr. Tellock continues as Lead Outside Director.

Why It Matters

• Governance: The bylaw changes tighten and clarify rules around remote meetings, nominations and proxy solicitations. They increase disclosure and procedural requirements for shareholders who want to nominate directors or propose business, and require third‑party proxy solicitations to follow SEC Rule 14a‑19 — all of which can affect how easily outside shareholders can mount nomination efforts or campaigns.
• Investor signal: The re‑election of all nominees, approval of executive compensation in the advisory vote, and ratification of the auditor show shareholder support for current management and governance choices at this meeting. Investors tracking governance, proxy contests, or activist activity should review the new bylaws and the full voting tallies in the filing (Exhibit 3.1 contains the restated bylaws).