BMI · Badger Meter, Inc.

Badger Meter filed an 8-K reporting the results of its 2026 Annual Meeting of Shareholders held on April 24, 2026, and amendments to its Restated By-laws. The bylaw amendments, effective immediately upon Board approval, introduce stricter procedural requirements for shareholder meetings and proposals. Key changes include updated advance notice deadlines for director nominations and business proposals, specifically tying the window to the second Saturday in April, and a mandate that shareholders soliciting proxies for non-Board nominees must use a proxy card color other than white. These amendments align with recent trends in corporate governance to provide greater procedural clarity and control over the election process.

At the Annual Meeting, all eight director nominees were elected to serve until the 2027 Annual Meeting. The advisory vote on executive compensation received strong support with approximately 93.6% of votes cast in favor. Shareholders also ratified the appointment of Ernst & Young LLP as the independent auditor for the upcoming fiscal year. Following the meeting, the Board finalized committee assignments, appointing Xia Liu as Chair of the Audit & Compliance Committee, James W. McGill as Chair of the Compensation and Human Resources Committee, and Glen E. Tellock as Chair of the Corporate Governance and Sustainability Committee. Mr. Tellock continues to serve as Lead Outside Director.