{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-187791","form_type":"8-K","ticker":"BMI","cik":"0000009092","company_name":"BADGER METER INC","filed_at":"2026-04-28T23:59:59+00:00","discovered_at":"2026-05-14T18:02:33.918083+00:00","generated_at":"2026-05-15T03:33:54.454079+00:00","sec_items":["5.03","5.07","8.01","9.01"],"event_type":"other","sentiment":"neutral","materiality_score":0.3,"calibrated_materiality_score":0.3,"confidence":"high","headline":"Badger Meter annual meeting: all directors elected, bylaw amendments approved","bullets":["Shareholders reelect all 9 director nominees; advisory Say on Pay passes with ~93.8% of votes cast.","Bylaws amended: advance notice deadline for shareholder proposals changed to 90-120 days before annual meeting.","Shareholders ratify Ernst & Young as auditor with ~94.1% of votes cast; no non-votes on proposal.","Board committee assignments finalized; Glen Tellock remains Lead Outside Director."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-187791","json":"https://secwatch.observer/filing/0001193125-26-187791.json","markdown":"https://secwatch.observer/filing/0001193125-26-187791.md","text":"https://secwatch.observer/filing/0001193125-26-187791.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/9092/000119312526187791/0001193125-26-187791-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/9092/000119312526187791/bmi-20260424.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T03:33:54.454079+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"4f9f0c1af247783e300e7d9f97bde0891818a769","claim":"BADGER METER INC: Amended and restated By-laws to clarify remote meeting notice/adjournment, expand shareholder disclosure for proposals/nominations, update advance notice deadlines, require Rule 14a-19 compliance, require additional nominee information, require non-white proxy card for shareholder solicitations, and (effective 2026-04-24).","evidence_excerpt":"On April 24, 2026, the Board of Directors (the Board) of Badger Meter, Inc. (the Company) approved an amendment and restatement of the Company’s Restated By-laws (the By-laws), including to: • Clarify the notice and adjournment requirements applicable to shareholder meetings conducted by means of remote communication. • Provide that, in the case of a meeting held solely by means of remote communication, the shareholder list must be open to the examination of any shareholder during the entire meeting on a reasonably accessible electronic network. • Expand the disclosures required from shareholders to propose business or nominate directors for election at the Company’s annual meeting of shareholders. • Update the advance notice deadlines for shareholder proposals and nominations to not less than 90 days nor more than 120 days before the second Saturday in the month of April, or, if the annual meeting is advanced by more than 30 days or delayed by more than 60 days from the second Saturda","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/9092/000119312526187791/0001193125-26-187791-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001767042-26-000037","ticker":"KGS","company_name":"Kodiak Gas Services, Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Kodiak shareholders approve board declassification and supermajority removal","event_type":"other","sec_items":["5.03","5.07","9.01"],"materiality_score":0.4,"calibrated_materiality_score":0.4,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 5.07, 9.01","same event type: other","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001767042-26-000037","json":"https://secwatch.observer/filing/0001767042-26-000037.json","markdown":"https://secwatch.observer/filing/0001767042-26-000037.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1767042/000176704226000037/0001767042-26-000037-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1767042/000176704226000037/kgs-20260507.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On April 24, 2026, the Board of Directors (the Board) of Badger Meter, Inc. (the Company) approved an amendment and restatement of the Company’s Restated By-laws (the By-laws), including to: • Clarify the notice and adjournment requirements applicable to shareholder meetings conducted by means of remote communication. • Provide that, in the case of a meeting held solely by means of remote communication, the shareholder list must be open to the examination of any shareholder during the entire meeting on a reasonably accessible electronic network. • Expand the disclosures required from shareholders to propose business or nominate directors for election at the Company’s annual meeting of shareholders. • Update the advance notice deadlines for shareholder proposals and nominations to not less than 90 days nor more than 120 days before the second Saturday in the month of April, or, if the annual meeting is advanced by more than 30 days or delayed by more than 60 days from the second Saturda","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/9092/000119312526187791/0001193125-26-187791-index.htm","comparable_excerpt":"At the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Kodiak Gas Services, Inc. (the “Company”) held on May 7, 2026, the Company’s shareholders approved certain amendments (the “Charter Amendments”) to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to (i) phase in declassification of the Board of Directors (the “Board”) and (ii) eliminate certain supermajority voting requirements and other obsolete provisions.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1767042/000176704226000037/0001767042-26-000037-index.htm"}},{"accession":"0001654954-26-004356","ticker":"DAIO","company_name":"DATA I/O CORP","filed_at":"2026-05-05T23:59:59+00:00","headline":"Data I/O moves 2026 annual meeting to July 8; removes May meeting requirement","event_type":"other","sec_items":["5.03","8.01","9.01"],"materiality_score":0.15,"calibrated_materiality_score":0.15,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 8.01, 9.01","same event type: other","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001654954-26-004356","json":"https://secwatch.observer/filing/0001654954-26-004356.json","markdown":"https://secwatch.observer/filing/0001654954-26-004356.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/351998/000165495426004356/0001654954-26-004356-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/351998/000165495426004356/daio_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On April 24, 2026, the Board of Directors (the Board) of Badger Meter, Inc. (the Company) approved an amendment and restatement of the Company’s Restated By-laws (the By-laws), including to: • Clarify the notice and adjournment requirements applicable to shareholder meetings conducted by means of remote communication. • Provide that, in the case of a meeting held solely by means of remote communication, the shareholder list must be open to the examination of any shareholder during the entire meeting on a reasonably accessible electronic network. • Expand the disclosures required from shareholders to propose business or nominate directors for election at the Company’s annual meeting of shareholders. • Update the advance notice deadlines for shareholder proposals and nominations to not less than 90 days nor more than 120 days before the second Saturday in the month of April, or, if the annual meeting is advanced by more than 30 days or delayed by more than 60 days from the second Saturda","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/9092/000119312526187791/0001193125-26-187791-index.htm","comparable_excerpt":"On April 29, 2026, the Board of Directors (the “Board”) of Data I/O Corporation (the “Company”) adopted an amendment to the Bylaws of the Company (the “Bylaw Amendment”) which became effective immediately. The Bylaw Amendment modifies Article II Section (2) of the Company’s Bylaws to eliminate the requirement that the annual meeting of shareholders be held during the month of May.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/351998/000165495426004356/0001654954-26-004356-index.htm"}},{"accession":"0000715072-26-000042","ticker":"RNST","company_name":"RENASANT CORP","filed_at":"2026-05-01T23:59:59+00:00","headline":"Renasant Corp. shareholders elect all 17 directors, approve executive compensation and auditor at 2026 annual meeting","event_type":"other","sec_items":["5.03","5.07","9.01"],"materiality_score":0.2,"calibrated_materiality_score":0.2,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 5.07, 9.01","same event type: other","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000715072-26-000042","json":"https://secwatch.observer/filing/0000715072-26-000042.json","markdown":"https://secwatch.observer/filing/0000715072-26-000042.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/715072/000071507226000042/0000715072-26-000042-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/715072/000071507226000042/rnst-20260428.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On April 24, 2026, the Board of Directors (the Board) of Badger Meter, Inc. (the Company) approved an amendment and restatement of the Company’s Restated By-laws (the By-laws), including to: • Clarify the notice and adjournment requirements applicable to shareholder meetings conducted by means of remote communication. • Provide that, in the case of a meeting held solely by means of remote communication, the shareholder list must be open to the examination of any shareholder during the entire meeting on a reasonably accessible electronic network. • Expand the disclosures required from shareholders to propose business or nominate directors for election at the Company’s annual meeting of shareholders. • Update the advance notice deadlines for shareholder proposals and nominations to not less than 90 days nor more than 120 days before the second Saturday in the month of April, or, if the annual meeting is advanced by more than 30 days or delayed by more than 60 days from the second Saturda","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/9092/000119312526187791/0001193125-26-187791-index.htm","comparable_excerpt":"On April 28, 2026, the Board of Directors (the “Board”) of Renasant Corporation (“Renasant”) approved and adopted Amended and Restated Bylaws of Renasant Corporation (the “Bylaws”), which became effective immediately.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/715072/000071507226000042/0000715072-26-000042-index.htm"}},{"accession":"0001193125-26-201401","ticker":"RVTY","company_name":"REVVITY, INC.","filed_at":"2026-05-01T23:59:59+00:00","headline":"Revvity shareholders approve bylaw amendment allowing 25% owners to call special meetings; all director nominees elected","event_type":"other","sec_items":["5.03","5.07","9.01"],"materiality_score":0.3,"calibrated_materiality_score":0.3,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 5.07, 9.01","same event type: other","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-201401","json":"https://secwatch.observer/filing/0001193125-26-201401.json","markdown":"https://secwatch.observer/filing/0001193125-26-201401.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/31791/000119312526201401/0001193125-26-201401-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/31791/000119312526201401/d146870d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On April 24, 2026, the Board of Directors (the Board) of Badger Meter, Inc. (the Company) approved an amendment and restatement of the Company’s Restated By-laws (the By-laws), including to: • Clarify the notice and adjournment requirements applicable to shareholder meetings conducted by means of remote communication. • Provide that, in the case of a meeting held solely by means of remote communication, the shareholder list must be open to the examination of any shareholder during the entire meeting on a reasonably accessible electronic network. • Expand the disclosures required from shareholders to propose business or nominate directors for election at the Company’s annual meeting of shareholders. • Update the advance notice deadlines for shareholder proposals and nominations to not less than 90 days nor more than 120 days before the second Saturday in the month of April, or, if the annual meeting is advanced by more than 30 days or delayed by more than 60 days from the second Saturda","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/9092/000119312526187791/0001193125-26-187791-index.htm","comparable_excerpt":"At the annual meeting of shareholders of Revvity, Inc. (the “Company”) held on April 28, 2026, the shareholders voted on and approved a proposal to amend the Company’s Amended and Restated By-laws (prior to such amendment and restatement, the “Prior By-laws”) to allow shareholders owning 25% of the Company’s stock to call a special meeting of shareholders (as amended and restated, the “Amended and Restated By-laws”) effective as of April 28, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/31791/000119312526201401/0001193125-26-201401-index.htm"}},{"accession":"0001193125-26-251689","ticker":"SCHW","company_name":"SCHWAB CHARLES CORP","filed_at":"2026-06-01T21:00:25+00:00","headline":"Charles Schwab files Certificate of Elimination for Series I Preferred Stock","event_type":"other","sec_items":["5.03","9.01"],"materiality_score":0.15,"calibrated_materiality_score":0.15,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 9.01","same event type: other","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251689","json":"https://secwatch.observer/filing/0001193125-26-251689.json","markdown":"https://secwatch.observer/filing/0001193125-26-251689.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/316709/000119312526251689/0001193125-26-251689-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/316709/000119312526251689/d143555d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On April 24, 2026, the Board of Directors (the Board) of Badger Meter, Inc. (the Company) approved an amendment and restatement of the Company’s Restated By-laws (the By-laws), including to: • Clarify the notice and adjournment requirements applicable to shareholder meetings conducted by means of remote communication. • Provide that, in the case of a meeting held solely by means of remote communication, the shareholder list must be open to the examination of any shareholder during the entire meeting on a reasonably accessible electronic network. • Expand the disclosures required from shareholders to propose business or nominate directors for election at the Company’s annual meeting of shareholders. • Update the advance notice deadlines for shareholder proposals and nominations to not less than 90 days nor more than 120 days before the second Saturday in the month of April, or, if the annual meeting is advanced by more than 30 days or delayed by more than 60 days from the second Saturda","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/9092/000119312526187791/0001193125-26-187791-index.htm","comparable_excerpt":"On June 1, 2026, The Charles Schwab Corporation (the “Company”) filed a Certificate of Elimination with the Secretary of State of the State of Delaware with respect to the Company’s 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I (“Series I Preferred Stock”), which, effective upon filing, eliminated from the Company’s Fifth Restated Certificate of Incorporation, as amended, all matters set forth in the Certificate of Designations for the Series I Preferred Stock.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/316709/000119312526251689/0001193125-26-251689-index.htm"}},{"accession":"0000089089-26-000046","ticker":"SCI","company_name":"SERVICE CORP INTERNATIONAL","filed_at":"2026-05-08T23:59:59+00:00","headline":"SCI shareholders approve board governance changes: director minimum cut to 3, board can fill vacancies","event_type":"other","sec_items":["5.03","9.01"],"materiality_score":0.2,"calibrated_materiality_score":0.2,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 9.01","same event type: other","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000089089-26-000046","json":"https://secwatch.observer/filing/0000089089-26-000046.json","markdown":"https://secwatch.observer/filing/0000089089-26-000046.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/89089/000008908926000046/0000089089-26-000046-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/89089/000008908926000046/sci-20260506.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On April 24, 2026, the Board of Directors (the Board) of Badger Meter, Inc. (the Company) approved an amendment and restatement of the Company’s Restated By-laws (the By-laws), including to: • Clarify the notice and adjournment requirements applicable to shareholder meetings conducted by means of remote communication. • Provide that, in the case of a meeting held solely by means of remote communication, the shareholder list must be open to the examination of any shareholder during the entire meeting on a reasonably accessible electronic network. • Expand the disclosures required from shareholders to propose business or nominate directors for election at the Company’s annual meeting of shareholders. • Update the advance notice deadlines for shareholder proposals and nominations to not less than 90 days nor more than 120 days before the second Saturday in the month of April, or, if the annual meeting is advanced by more than 30 days or delayed by more than 60 days from the second Saturda","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/9092/000119312526187791/0001193125-26-187791-index.htm","comparable_excerpt":"The amendments to the Articles of Incorporation, which became effective on May 7, 2026, and the amendments to the Bylaws, which became effective on May 6, 2026 , include (i) changes permitting the Board to increase the number of directors and fill newly created vacancies, thereby eliminating restrictions requiring that newly created directorships be filled only by shareholders at an annual or special meeting, and (ii) changes reducing the minimum number of directors constituting the Board from nine to three directors (with the maximum remaining at fifteen directors).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/89089/000008908926000046/0000089089-26-000046-index.htm"}},{"accession":"0000083246-26-000009","ticker":null,"company_name":"HSBC USA INC /MD/","filed_at":"2026-05-01T23:59:59+00:00","headline":"HSBC USA amends bylaws to update officer titles and director appointment terms","event_type":"other","sec_items":["5.03","9.01"],"materiality_score":0.25,"calibrated_materiality_score":0.25,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 9.01","same event type: other","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000083246-26-000009","json":"https://secwatch.observer/filing/0000083246-26-000009.json","markdown":"https://secwatch.observer/filing/0000083246-26-000009.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/83246/000008324626000009/0000083246-26-000009-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/83246/000008324626000009/hsbcusa-20260430.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On April 24, 2026, the Board of Directors (the Board) of Badger Meter, Inc. (the Company) approved an amendment and restatement of the Company’s Restated By-laws (the By-laws), including to: • Clarify the notice and adjournment requirements applicable to shareholder meetings conducted by means of remote communication. • Provide that, in the case of a meeting held solely by means of remote communication, the shareholder list must be open to the examination of any shareholder during the entire meeting on a reasonably accessible electronic network. • Expand the disclosures required from shareholders to propose business or nominate directors for election at the Company’s annual meeting of shareholders. • Update the advance notice deadlines for shareholder proposals and nominations to not less than 90 days nor more than 120 days before the second Saturday in the month of April, or, if the annual meeting is advanced by more than 30 days or delayed by more than 60 days from the second Saturda","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/9092/000119312526187791/0001193125-26-187791-index.htm","comparable_excerpt":"On April 30, 2026 , the Board of Directors of HSBC USA Inc. (the \"Board\") approved an amendment to and a restatement of its bylaws (the \"Bylaws\"), which were effective immediately upon such approval by the Board.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/83246/000008324626000009/0000083246-26-000009-index.htm"}},{"accession":"0000010795-26-000012","ticker":"BDX","company_name":"BECTON DICKINSON & CO","filed_at":"2026-04-29T23:59:59+00:00","headline":"BDX board approves bylaw amendments updating advance notice provisions and technical revisions","event_type":"other","sec_items":["5.03","9.01"],"materiality_score":0.15,"calibrated_materiality_score":0.15,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 9.01","same event type: other","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000010795-26-000012","json":"https://secwatch.observer/filing/0000010795-26-000012.json","markdown":"https://secwatch.observer/filing/0000010795-26-000012.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/10795/000001079526000012/0000010795-26-000012-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/10795/000001079526000012/bdx-20260428.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On April 24, 2026, the Board of Directors (the Board) of Badger Meter, Inc. (the Company) approved an amendment and restatement of the Company’s Restated By-laws (the By-laws), including to: • Clarify the notice and adjournment requirements applicable to shareholder meetings conducted by means of remote communication. • Provide that, in the case of a meeting held solely by means of remote communication, the shareholder list must be open to the examination of any shareholder during the entire meeting on a reasonably accessible electronic network. • Expand the disclosures required from shareholders to propose business or nominate directors for election at the Company’s annual meeting of shareholders. • Update the advance notice deadlines for shareholder proposals and nominations to not less than 90 days nor more than 120 days before the second Saturday in the month of April, or, if the annual meeting is advanced by more than 30 days or delayed by more than 60 days from the second Saturda","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/9092/000119312526187791/0001193125-26-187791-index.htm","comparable_excerpt":"On April 28, 2026, the Board of Directors of Becton, Dickinson and Company (the “Company”) approved the amendment and restatement of the Company’s By-laws (the “By-laws”). The amendments to the By-laws: (i) update in the advance notice provision the time period to determine the existence of a contested election and (ii) make certain other technical, conforming and clarifying revisions.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/10795/000001079526000012/0000010795-26-000012-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}