Badger Meter, Inc. (NYSE:BMI) Files An 8-K Submission of Matters to a Vote of Security Holders

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Badger Meter, Inc. (NYSE:BMI) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 of the registrant’s Current Report on Form 8-K, dated April 28, 2017, to read in its entirety as set forth below for the purpose of disclosing the decision of Badger Meter, Inc. regarding the frequency of shareholder votes on the compensation of executives in light of the advisory vote on this subject at its 2017 Annual Meeting of Shareholders.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The Company’s 2017 Annual Meeting of Shareholders was held on April 28, 2017. Matters submitted to shareholders at the meeting and the voting results thereof were as follows:

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 2018 Annual Meeting of Shareholders or until such nominee's successor is duly elected and qualified. The following is a breakdown of the voting results:

DIRECTOR

VOTES FOR

WITHHELD

NON-VOTES

Todd A. Adams

22,318,133

2,409,996

2,262,258

Thomas J. Fischer

22,863,787

1,864,342

2,262,258

Gale E. Klappa

23,338,687

1,389,442

2,262,258

Gail A. Lione

23,791,701

936,428

2,262,258

Richard A. Meeusen

22,948,797

1,779,332

2,262,258

Andrew J. Policano

22,761,363

1,966,766

2,262,258

James F. Stern

24,502,476

225,653

2,262,258

Glen E. Tellock

24,500,465

227,664

2,262,258

Todd J. Teske

21,531,289

3,196,840

2,262,258

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 breakdown of the voting results:

VOTES FOR

VOTES AGAINST

ABSTENTIONS

NON-VOTES

22,902,521

1,662,031

163,577

2,262,258

Advisory Vote on Frequency of the Advisory Vote on Compensation of Our Named Executive Officers. The following is a breakdown of the voting results on the advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers:

3 YEAR

2 YEAR

1 YEAR

ABSTENTIONS

NON-VOTES

10,214,572

179,990

13,817,076

516,491

2,262,258

In light of the results of this vote and other factors, the Board of Directors approved including a non-binding shareholder advisory vote on the compensation of the Company’s named executive officers in the Company’s proxy materials on an annual basis until the next time the Company must include in its proxy materials a non-binding shareholder advisory vote on how frequently shareholders will vote, on a non-binding, advisory basis, to approve the compensation of the Company’s named executive officers, which would be at the Company’s 2023 annual meeting of shareholders.

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. The following is a breakdown of the voting results:

VOTES FOR

VOTES AGAINST

ABSTENTIONS

NON-VOTES

26,495,735

472,085

22,567

N/A


About Badger Meter, Inc. (NYSE:BMI)

Badger Meter, Inc. is engaged in flow measurement, control and communication solutions, serving water utilities, municipalities, and commercial and industrial customers across the world. The Company’s products, measure water, oil, chemicals and other fluids, provide and communicate timely measurement data. The Company’s product lines include two categories, such as sales of water meters and related technologies to municipal water utilities (municipal water), and sales of meters to various industries for water and other fluids (flow instrumentation). The municipal water offering includes mechanical and electronic (static) water meters and related technologies and services used by water utilities as the basis for generating water and wastewater. In the municipal water category, it is engaged in the sale of water meters and related technologies and services consisting of residential or commercial water meter sales. It is engaged in selling ultrasonic water meters.