Current Report Filing (8-k)
April 03 2020 - 8:01AM
Edgar (US Regulatory)
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2020-03-30
2020-03-30
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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): March 30, 2020
Badger Meter, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin
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001-6706
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39-0143280
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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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
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock
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BMI
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New York Stock Exchange LLC
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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
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On
March 30, 2020, the Board of Directors of Badger Meter, Inc. (the “Company”) adopted an amendment to Section 3 of
Article I of the Restated By-laws of the Company (the “Amendment”). The Amendment permits the Company to hold
meetings of its shareholders by remote communication. The effective date of the Amendment is March 30, 2020.
This
description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of
the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
The exhibits listed in the accompanying Exhibit Index are filed as part of this Current
Report on Form 8-K.
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EXHIBIT
INDEX
Exhibit
No.
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Description
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(3.1)
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Text
of Amendment to Restated By-laws of Badger Meter, Inc.
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(104)
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Cover
Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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BADGER
METER, INC.
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Date:
April 3, 2020
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By:
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/s/
Robert A. Wrocklage
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Robert
A. Wrocklage
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Senior
Vice President – Chief Financial Officer
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