--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-23-016323" form_type: "8-K" ticker: "BMI" cik: "0000009092" company_name: "BADGER METER INC" filed_at: "2023-05-01T23:59:59+00:00" generated_at: "2026-06-16T05:53:35.240334+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # Badger Meter shareholders approve doubling authorized shares to 80M; board chairs set ## Summary - Authorized common stock increased from 40M to 80M shares, approved 25.7M for vs 0.8M against. - All nine director nominees elected; Glen Tellock appointed Lead Independent Director. - Committee chairs: Todd Adams (Audit), Xia Liu (Compensation), Glen Tellock (Governance). - Say-on-pay passed (23.4M for); frequency set to annual as recommended. - Shareholder proposal on hiring practices defeated (20.4M against). ## SEC filing metadata - accession: 0000950170-23-016323 - form_type: 8-K - ticker: BMI - cik: 0000009092 - company_name: BADGER METER INC - filed_at: 2023-05-01T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 5.03, 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/9092/000095017023016323/0000950170-23-016323-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/9092/000095017023016323/bmi-20230428.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-23-016323 - JSON: https://secwatch.observer/filing/0000950170-23-016323.json - Plain text: https://secwatch.observer/filing/0000950170-23-016323.txt ## Key facts - Governance Changes BADGER METER INC: Articles of Amendment increased authorized common stock from 40,000,000 to 80,000,000 shares, effective upon filing on April 28, 2023 (effective 2023-04-28). - Change: charter amendment - Effective: 2023-04-28 source text: On April 28, 2023, Badger Meter, Inc. (the “Company”) filed an Articles of Amendment to the Restated Articles of Incorporation of the Company with the State of Wisconsin Department of Financial Institutions (the “Articles of Amendment”). The Articles of Amendment, which was approved by the Company’s shareholders on April 28, 2023, as discussed under Item 5.07 below, increases the authorized number of shares of the Company’s common stock, par value of one dollar ($1.00) per share, from 40,000,000 to 80,000,000. The Articles of Amendment is also described in the Company’s Definitive Proxy Statement filed on March 20, 2023 (the “Proxy Statement”), in the section entitled “AMENDMENT TO OUR RESTATED ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK.” The Articles of Amendment, which became effective when it was filed on April 28, 2023, is attached hereto as Exhibit 3.1 and is incorporated herein by reference. evidence_url: https://www.sec.gov/Archives/edgar/data/9092/000095017023016323/0000950170-23-016323-index.htm - Shareholder Votes BADGER METER INC shareholders approved Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm at the 2023-04-28 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-04-28 source text: Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm. The shareholders of the Company ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm. evidence_url: https://www.sec.gov/Archives/edgar/data/9092/000095017023016323/0000950170-23-016323-index.htm - Shareholder Votes BADGER METER INC shareholders approved Proposal to Amend the Articles of Incorporation to Increase Authorized Shares at the 2023-04-28 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-04-28 source text: Proposal to Amend the Articles of Incorporation to Increase Authorized Shares. The shareholders of the Company voted for the proposal. evidence_url: https://www.sec.gov/Archives/edgar/data/9092/000095017023016323/0000950170-23-016323-index.htm - Shareholder Votes BADGER METER INC shareholders approved Advisory Vote on Executive Compensation at the 2023-04-28 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-04-28 source text: Advisory Vote on Executive Compensation . The shareholders of the Company approved, by advisory vote, the compensation of the Company’s named executive officers. evidence_url: https://www.sec.gov/Archives/edgar/data/9092/000095017023016323/0000950170-23-016323-index.htm - Shareholder Votes BADGER METER INC shareholders approved Election of Directors at the 2023-04-28 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-04-28 source text: Election of Directors . The shareholders of the Company elected each of the director nominees proposed by the Company’s Board of Directors to serve until the 2024 Annual Meeting of Shareholders or until such nominee’s successor is duly elected and qualified. evidence_url: https://www.sec.gov/Archives/edgar/data/9092/000095017023016323/0000950170-23-016323-index.htm - Shareholder Votes BADGER METER INC shareholders rejected Shareholder Proposal Requesting a Report on Hiring Practices at the 2023-04-28 meeting. - Outcome: failed - Meeting: 2023-04-28 source text: Shareholder Proposal Requesting a Report on Hiring Practices. The shareholders of the Company voted against the proposal. evidence_url: https://www.sec.gov/Archives/edgar/data/9092/000095017023016323/0000950170-23-016323-index.htm - Shareholder Votes BADGER METER INC shareholders approved Proposal Regarding Frequency of Advisory Votes on Executive Compensation at the 2023-04-28 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-04-28 source text: Proposal Regarding Frequency of Advisory Votes on Executive Compensation. The shareholders of the Company voted for One Year. evidence_url: https://www.sec.gov/Archives/edgar/data/9092/000095017023016323/0000950170-23-016323-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.