8-K: Badger Meter Announces Results of 2025 Annual Meeting of Shareholders

Badger Meter held its 2025 Annual Meeting of Shareholders on April 25, 2025, where directors were elected, executive compensation was approved, and Ernst & Young LLP was ratified as the independent accounting firm.

Summary

• Badger Meter held its Annual Meeting of Shareholders on April 25, 2025.
• Shareholders elected all director nominees to serve until the 2026 Annual Meeting.
• Todd A. Adams received 23,546,674 votes for and 532,668 votes withheld.
• Kenneth C. Bockhorst received 22,988,713 votes for and 1,090,629 votes withheld.
• Henry F. Brooks received 24,020,532 votes for and 58,810 votes withheld.
• Melanie K. Cook received 24,022,393 votes for and 56,949 votes withheld.
• Xia Liu received 23,974,831 votes for and 104,511 votes withheld.
• James W. McGill received 23,805,522 votes for and 273,820 votes withheld.
• Tessa M. Myers received 23,810,634 votes for and 268,708 votes withheld.
• James F. Stern received 23,806,501 votes for and 272,841 votes withheld.
• Glen E. Tellock received 23,461,224 votes for and 618,118 votes withheld.
• The advisory vote on executive compensation was approved with 22,090,272 votes for, 1,917,168 votes against, and 71,902 abstentions.
• Ernst & Young LLP was ratified as the independent registered public accounting firm with 24,634,519 votes for, 1,107,159 votes against, and 102,125 abstentions.
• The Board approved committee assignments effective April 25, 2025.
• Glen E. Tellock continues as Lead Outside Director.

Sentiment

Score: 7

Explanation: The document reports standard corporate governance procedures, reflecting a neutral to slightly positive sentiment due to the successful execution of the annual meeting and shareholder approvals.

Positives

• Shareholders showed strong support for the director nominees.
• The advisory vote on executive compensation was approved.
• The appointment of Ernst & Young LLP was ratified, ensuring continued independent auditing.

Future Outlook

The newly elected directors will serve until the 2026 Annual Meeting, and the ratified accounting firm will continue its services.

Industry Context

This announcement is a routine disclosure following a company's annual shareholder meeting, ensuring transparency and adherence to regulatory requirements.

Comparison to Industry Standards

• The voting results and committee assignments are typical for publicly traded companies following their annual meetings.
• Companies like Roper Technologies and Fortive also hold annual meetings where directors are elected and auditors are ratified.

Corporate Governance

Stakeholder Impact

• Shareholders have exercised their voting rights on key matters.
• Employees are impacted by the advisory vote on executive compensation.
• The company maintains compliance with regulatory requirements.

Key Dates

Keywords

Annual Meeting, Shareholders, Election of Directors, Executive Compensation, Ernst & Young, Board Committees, Badger Meter