---
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"
generated_at: "2026-05-15T03:33:54.454079+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.3
confidence: "high"
source: SEC EDGAR
---

# Badger Meter annual meeting: all directors elected, bylaw amendments approved

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.3
- confidence: high
- sec_items: 5.03, 5.07, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-187791
- JSON: https://secwatch.observer/filing/0001193125-26-187791.json
- Plain text: https://secwatch.observer/filing/0001193125-26-187791.txt

## 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_url: https://www.sec.gov/Archives/edgar/data/9092/000119312526187791/0001193125-26-187791-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.