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) July 19, 2024

(Date of earliest event reported): April 26, 2024

Badger Meter, Inc.

(Exact name of registrant as specified in its charter)

Wisconsin	~~1-6706~~	391-~~0143280~~6706	39-0143280
(State or other jurisdictionOf incorporation)	(Commission FileNumber)	(IRS EmployerIdentification No.)
(State or otherjurisdiction ofincorporation)		(Commission FileNumber)	(IRS EmployerIdentification 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 52.~~07. Submission~~02 Results of ~~Matters~~Operations toand aFinancial ~~Vote~~Condition ~~of Security Holders~~.

~~The~~On ~~Company’s~~July 19, 2024, ~~Annual~~Badger ~~Meeting~~Meter, ofInc. ~~Shareholders~~(the ~~was~~“Company”) ~~held~~issued ona ~~April~~press ~~26,~~release ~~2024. Matters~~announcing ~~submitted~~its tofinancial ~~shareholders~~results atfor the ~~meeting~~second ~~and~~quarter ~~the~~ended ~~voting~~June ~~results~~30, ~~thereof~~2024. ~~were as follows:~~

~~Election~~A ofcopy ~~Directors. The shareholders~~ of the ~~Company~~press ~~elected~~release ~~each~~issued ~~of the director nominees proposed~~ by the Company’s ~~Board~~announcing ~~of Directors to serve until~~ the ~~2025~~foregoing ~~Annual Meeting of Shareholders or until such nominee’s successor~~ is ~~duly~~furnished ~~elected~~herewith ~~and~~as ~~qualified. The~~Exhibit ~~following is a breakdown of the voting results:~~99.1.

DIRECTOR	VOTES FOR		WITHHELD		NON-VOTES
Todd A. Adams		24,593,459		519,121		1,573,292
Kenneth C. Bockhorst		23,868,551		1,244,029		1,573,292
Henry F. Brooks		24,825,978		286,602		1,573,292
Melanie K. Cook		25,031,919		80,661		1,573,292
Xia Liu		24,851,985		260,595		1,573,292
James W. McGill		24,605,596		506,984		1,573,292
Tessa M. Myers		24,844,159		268,421		1,573,292
James F. Stern		24,783,599		328,981		1,573,292
Glen E. Tellock		24,101,049		1,011,531		1,573,292

Item 9.01 Financial Statements and Exhibits .

~~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) Not ~~breakdown of the voting results:~~applicable.

VOTES FOR		VOTES AGAINST					ABSTENTIONS				NON-VOTES
23,045,566			1,993,121					73,893				1,573,292

(b) Not applicable.

~~Appointment~~(c) Not ~~of Ernst & Young LLP as Independent Registered Public Accounting Firm~~applicable. ~~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

25,089,698

1,493,337

102,837

N/A


	(d)	Exhibits . The exhibit furnished herewith is as listed in the accompanying Exhibit Index.

~~Shareholder~~EXHIBIT ~~Proposal Regarding a Report on Hiring Practices. The shareholders of the Company voted against the proposal. The following is a breakdown of the voting results:~~ INDEX

VOTES FOR	VOTES AGAINST		ABSTENTIONS		NON-VOTES
Exhibit No.	Description
2,921,019		21,276,063		915,498		1,573,292
(99.1)	Badger Meter, Inc. Press Release, dated July 19, 2024.

Item 8.01. Other Events

Subsequent to the Company’s 2024 Annual Meeting of Shareholders and resultant election of directors, the Board approved the following committee assignments, effective April 26, 2024:

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

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.


	BADGER METER, INC.



Date: July 19, 2024	By:	/s/ Robert A. Wrocklage
		Robert A. Wrocklage
		Senior Vice President – Chief Financial Officer

Date: April 30, 2024 By: /s/ William R.A. Bergum

William R. A. Bergum

Vice President – General Counsel and Secretary

Filing Compare · BADGER METER INC