DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )


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☐ Preliminary Proxy Statement

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☒ Definitive Proxy Statement

☐ Definitive Additional Materials

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Badger Meter, Inc.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

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BADGER METER, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS - APRIL 26, 2024

The Annual Meeting of the Shareholders of Badger Meter, Inc. will be held at the Badger Meter headquarters in the Customer Experience Center, 4545 West Brown Deer Road, Milwaukee, Wisconsin on Friday, April 26, 2024, at 8:30 a.m. local time for the following purposes:

To elect as directors the nine nominees named in the Proxy Statement, each for a one-year term;

To conduct an advisory vote to approve the compensation of the company’s named executive officers;

To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the company for the year ending December 31, 2024;

To vote on a shareholder proposal; and

To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

Our Board of Directors recommends a vote “FOR ALL NOMINEES" in Proposal 1, “FOR” Proposals 2 and 3 and “AGAINST” Proposal 4. The persons named as proxies will use their discretion to vote on other matters that may properly arise at the Annual Meeting.

Holders of record of our common stock at the close of business on February 23, 2024 are entitled to notice of and to vote at the meeting and any adjournments or postponements thereof. Shareholders are entitled to one vote per share.


By Order of the Board of Directors


William R. A. Bergum,
Secretary

March 18, 2024

We urge you to submit your proxy as soon as possible. If the records of our transfer agent, American Stock Transfer & Trust Company, LLC, show that you own shares in your name, or you own shares in our Dividend Reinvestment Plan, then you can submit your proxy for those shares via the Internet or by using a toll-free telephone number provided on the proxy card. Or you can mark your votes on the proxy card we have enclosed, sign and date it, and mail it in the postage-paid envelope we have provided. Instructions for using these convenient services are set forth on the proxy card. If your shares are held in “street name” by a broker, nominee, fiduciary or other custodian, follow the directions given by the broker, nominee, fiduciary or other custodian regarding how to instruct them to vote your shares.

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to be held on April 26, 2024

This Proxy Statement and our 2023 Annual Report on Form 10-K are available at

www.proxyvote.com

2024 ANNUAL MEETING OF SHAREHOLDERS

PROXY STATEMENT TABLE OF CONTENTS


			Page

Nomination and Election of Directors			2
Related Person Transactions			13
Stock Ownership of Certain Beneficial Owners			14
Stock Ownership of Management			14
Executive Compensation			16
Compensation Committee Interlocks and Insider Participation			30
Advisory Vote to Approve Compensation of Named Executive Officers			30
CEO Pay Ratio			32
Pay Versus Performance			32
Equity Compensation Plan Information			35
Audit and Compliance Committee Report			36
Principal Accounting Firm Fees			37
Ratification of Independent Registered Public Accounting Firm			37
Shareholder Proposal			39
Shareholder Proposals and Other Matters			41

BADGER METER, INC.

4545 West Brown Deer Road

Milwaukee, Wisconsin 53223

PROXY STATEMENT

To the Shareholders of BADGER METER, INC.

We are furnishing you with this Proxy Statement in connection with the solicitation of proxies by the Board of Directors (“Board”) of Badger Meter, Inc. (“company”) to be used at our Annual Meeting of Shareholders (the “Annual Meeting”), which will be held at the Badger Meter headquarters in the Customer Experience Center, 4545 West Brown Deer Road, Milwaukee, Wisconsin on Friday, April 26, 2024, at 8:30 a.m. local time and at any adjournment or postponement thereof.

If you execute a proxy, you retain the right to revoke it at any time before it is voted by giving written notice to us, by submitting a valid proxy bearing a later date or by voting your shares in person during the Annual Meeting. Unless you revoke your proxy, your shares will be voted at the Annual Meeting as you instructed in your proxy. Anyone who is a shareholder of record as of the close of business on February 23, 2024 (the “record date”) may attend the Annual Meeting and vote in person. If your shares are held in “street name” by a broker, nominee, fiduciary or other custodian, you may not vote at the Annual Meeting unless you first obtain a proxy issued in your name from your broker, nominee, fiduciary or other custodian.

As of the record date, we had 29,352,121 shares of common stock, par value $1 per share, outstanding and entitled to vote. You are entitled to one vote for each of your shares of common stock.

If your shares are held in “street name” by a broker, nominee, fiduciary or other custodian, you will receive a full meeting package including a voting instruction form to vote your shares. Your broker, nominee, fiduciary or other custodian may permit you to vote by the Internet or by telephone. A broker non-vote occurs when your broker, nominee, fiduciary or other custodian submits a proxy card with respect to your shares, but declines to vote on a particular matter, either because such nominee elects not to exercise its discretionary authority to vote on the matter or does not have discretionary authority to vote on the matter. Your broker, nominee, fiduciary or other custodian has the authority under New York Stock Exchange (“NYSE”) rules to vote your unvoted shares on certain routine matters like the ratification of Ernst & Young LLP as the company’s independent registered public accounting firm for 2024, but not the election of directors or other proposals.

We commenced distribution of this Proxy Statement and accompanying form of proxy on or about March 18, 2024.

Note: Websites disclosed herein are not incorporated into the proxy statement by reference.

NOMINATION AND ELECTION OF DIRECTORS

You and the other holders of the common stock are entitled to elect nine directors at the Annual Meeting. If you submit a proxy to us, it will be voted as you direct. If, however, you submit a proxy without specifying voting directions, it will be voted in favor of the election of each of the nine nominees for director identified below. If your shares are held in “street name” by your broker, nominee, fiduciary or other custodian, your broker, nominee, fiduciary or other custodian may only vote your shares with your specific voting instructions for the election of directors. Therefore, we urge you to respond to your brokerage firm so that your vote will be cast.

Directors will be elected by a plurality of votes cast at the Annual Meeting (assuming a quorum is present). If you do not vote your shares at the Annual Meeting, whether due to abstentions, broker non-votes or otherwise, and a quorum is present, it will have no impact on the election of directors. Once elected, a director serves for a one-year term or until his/her successor has been duly appointed, or until his/her death, resignation or removal.

If a director receives more “withheld” votes than “for” votes in an uncontested election, the current bylaws of the company state that director will tender his/her resignation to the Chairman of the Board of Directors following certification of the shareholder vote, and the Chairman will refer the resignation to the Board of Directors' Resignation Committee to consider whether or not to accept such resignation. Thereafter, the Board will disclose its decision regarding whether to accept the director’s resignation (or the reason(s) for rejecting the resignation) in a Current Report on Form 8-K furnished to the Securities and Exchange Commission (“SEC”).

The nominees of the Board of Directors for director, together with certain additional information concerning each such nominee, are identified below. All of the nominees are current directors of our company. If any nominee is unable or unwilling to serve, the named proxies have discretionary authority to select and vote for substitute nominees. The Board of Directors has no reason to believe that any of the nominees will be unable or unwilling to serve.

Nominees for Election to the Board of Directors

The Board of Directors currently consists of nine directors, all of whom will be standing for reelection. Proxies may not be voted for any individuals who are not nominees.

The following section provides information as of the date of this Proxy Statement about each of the nine nominees. The information presented includes information each director has given us about his/her age and other demographics, positions held, principal occupation, skills and business experience for the past five years, and the names of other publicly-held companies where he/she currently serves as a director or has served as a director during the past five years.

In addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that he/she should serve as a director, we also believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to the company and our Board.

Summary Information for Board of Directors Candidates


	Todd A. Adams	Kenneth C. Bockhorst	Henry F. Brooks	Melanie K. Cook	Xia Liu	James W. McGill	Tessa M. Myers	James F. Stern	Glen E. Tellock
Age	53	51	64	51	54	68	48	61	63
Tenure (years)	7	6	2	2	1	4	5	8	7
Independent	Yes	No	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Diversity -Gender				☑	☑		☑
Diversity - Race / Ethnicity			☑		☑
Other Public Co. Boards	1	1	0	1	0	1	0	0	2
Meeting Attendance	86%	100%	100%	100%	100%	100%	100%	100%	100%

Skills and Experience by Director


	Todd A. Adams	Kenneth C. Bockhorst	Henry F. Brooks	Melanie K. Cook	Xia Liu	James W. McGill	Tessa M. Myers	James F. Stern	Glen E. Tellock
Executive Leadership	☑	☑	☑	☑	☑	☑	☑	☑	☑
Finance / Accounting	☑			☑	☑		☑	☑	☑
Global Business	☑	☑	☑	☑		☑	☑	☑	☑
M&A	☑	☑	☑	☑	☑	☑	☑	☑	☑
Utility / Water Sector	☑	☑			☑			☑
Sales & Marketing	☑	☑	☑			☑	☑
Manufacturing Operations	☑	☑	☑	☑		☑	☑	☑	☑
Technology / Software	☑	☑	☑	☑			☑	☑
Legal / Risk / Governance	☑	☑	☑	☑	☑	☑	☑	☑	☑

Detailed Information for Board of Directors Candidates


Name			Business Experience During Last Five Years
Todd A. Adams			Zurn Elkay Water Solutions Corporation (a provider of water management products, headquartered in Milwaukee, WI): Chairman, President and Chief Executive Officer. Mr. Adams joined the company in 2004 where his prior roles included President of the Water Management platform and Senior Vice President & Chief Financial Officer. Mr. Adams’ public company leadership and complex manufacturing expertise, as well as experience in water management solutions and M&A, enable him to provide valuable advice and insights to the company.
Kenneth C. Bockhorst			Badger Meter, Inc.: Chairman, President and Chief Executive Officer. Mr. Bockhorst joined Badger Meter as Chief Operating Officer in October 2017 and was promoted to President in April 2018, Chief Executive Officer in 2019 and Chairman of the Board in 2020. Prior to Badger Meter, he served six years at Actuant Corporation (a diversified industrial company; now named Enerpac Tool Group) with earlier career roles in product management and operational leadership at IDEX and Eaton. Mr. Bockhorst is a director of Mirion Technologies, Inc. He has significant global operational and M&A experience which enables him to provide the Board with valuable advice and insights.

Henry F. Brooks			Collins Aerospace unit of Raytheon Technologies Corporation (one of the world's largest suppliers of aerospace and defense products, headquartered in Charlotte, NC): President – Power & Controls since 2020. His 30-year career spans roles of increasing responsibility at United Technologies Corporation, Collins Aerospace and Raytheon Technologies in the aerospace, defense and industrial sectors, where he held leadership positions in engineering, operations and business unit management. Mr. Brooks brings expertise in long-term strategic product and software development planning, building customer alliances, operating global locations, M&A execution, talent development, and cybersecurity, among others. He is able to provide valuable advice and insights to the company in these areas.
Melanie K. Cook			Retired Chief Operating Officer of GE Appliances (a global appliance manufacturer and a Haier Company): Chief Operating Officer from 2017 until retirement in 2021; previously Vice President Sourcing from 2014 to 2017. Prior to Haier, she held multiple roles within General Electric including within the Corporate Audit Staff. Ms. Cook is a director of Commercial Vehicle Group (CVG). Ms. Cook’s nearly 30 years of global experience includes business unit leadership roles with full profit and loss responsibility, product lifecycle management, digitization, end-to-end supply chain, global sourcing and finance/audit across multiple industries globally. She is able to provide valuable advice and insight to the company in these areas.
Xia Liu			WEC Energy Group (one of the nation’s largest electric generation and distribution and natural gas delivery holding companies, headquartered in Milwaukee, WI): Executive Vice President and Chief Financial Officer since June 2020. Ms. Liu served as executive vice president and CFO of CenterPoint Energy from April 2019 to April 2020 and 21 years with Southern Company in a variety of executive finance roles of increasing responsibility. Ms. Liu has significant experience in finance and risk management within public utility companies, including in-depth knowledge of utility metering, financial and accounting matters. She is able to provide valuable advice and insights to the company in these areas.
James W. McGill			Retired Executive – Eaton Corporation (global power management company): President-Electrical Sector Americas, Eaton from 2015 to his retirement in 2017; President Electrical Products Group 2013-2015; other roles of global responsibility including Chief Human Resources Officer. Mr. McGill is a director of Powell Industries. Mr. McGill has significant public company and global leadership experience and expertise in human resources, continuous improvement, and corporate governance, which allows him to provide valuable advice and insights to the company.


Name			Business Experience During Last Five Years
Tessa M. Myers			Rockwell Automation, Inc. (world’s largest company dedicated to industrial automation and information, headquartered in Milwaukee, WI): Senior Vice President, Intelligent Devices since June 2022. Previously she was Global Vice President-Software & Control and Regional President, North America. Ms. Myers has 25 years of public company experience serving in a variety of sales, channel management, and regional business unit leader roles including global responsibilities in Singapore and Canada. Throughout her marketing, product management and engineering roles, she has developed expertise in “smart” devices, data and analytics connectivity, Internet of Things ("IoT") and cybersecurity which allows her to provide valuable advice and insights to the company.
James F. Stern			A. O. Smith Corporation (a manufacturer of water heating equipment and water treatment and air purification products, headquartered in Milwaukee, WI): Executive Vice President, General Counsel and Secretary since 2007. Mr. Stern serves on the Board of Governors of the Water Quality Association, and is a former Chair of The Water Council. He has more than 30 years of experience in management, corporate governance and M&A. He chairs A. O. Smith’s global water treatment steering committee, focusing on strategy, expansion and alignment of the water treatment businesses. Mr. Stern’s legal, international and water industry background, and public company experience, enables him to provide valuable advice and insights to the company.
Glen E. Tellock			Retired President and Chief Executive Officer of Lakeside Foods, Inc. (a premier private brand supplier of canned and frozen vegetables, headquartered in Manitowoc, WI): President and Chief Executive Officer from 2016 until retirement in 2021. Previously, Mr. Tellock served The Manitowoc Company, Inc. from 1991 to 2015, holding various leadership positions including Chief Financial Officer and Chairman, President and Chief Executive Officer. Mr. Tellock currently serves on the boards of Nicolet National Bank and WEC Energy Group. Mr. Tellock’s past experience as Chief Executive Officer of a public manufacturing company enables him to provide valuable advice and insights to the company.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR ALL NOMINEES” AS IDENTIFIED ABOVE

Independence, Meetings and Committees

The Board of Directors held four meetings in 2023. A closed session for only independent directors was held following each of the regular Board meetings. All members of the Board attended the 2023 Annual Meeting of Shareholders. It is the Board’s policy that all directors participate in the Annual Meeting of Shareholders, unless unusual circumstances prevent such attendance.

Our Board of Directors has three standing committees: the Audit and Compliance Committee (“Audit Committee”), the Compensation and Human Resources Committee (“Compensation Committee”) and the Corporate Governance and Sustainability Committee (“Governance Committee”). The Board of Directors has adopted written charters for each committee, which are available on our website at badgermeter.com under the selection “Company”- “Investors”-“Governance”-“Governance Documents.”

In making independence determinations, the Board observes all criteria for independence established by the SEC, the NYSE, and other governing laws and regulations. The Board has determined that each of the directors (other than Mr. Bockhorst) (i) is “independent” within the definitions contained in the current NYSE listing standards and our Principles of Corporate Governance; (ii) meets the categorical independence standards adopted by the Board (set forth below); and (iii) has no other “material relationship” with the company that could interfere with his/her ability to exercise independent judgment. In addition, the Board has determined that each member of the Audit Committee and Compensation Committee, respectively, meets the additional independence standards of the NYSE.

Committee Composition and Functions


Committee	Primary Committee Functions
Audit and Compliance Xia Liu, Chair Melanie K. Cook Tessa M. Myers James F. Stern 2023 Meetings - 6	• oversees our financial reporting process on behalf of the Board and reports the results of its activities to the Board • selecting and engaging, with shareholder ratification, an independent registered public accounting firm (1) • discussing with the independent registered public accounting firm and internal auditors the scope and results of audits • monitoring our internal controls, ethics and compliance risk management, as well as key guidelines and policies governing the company’s processes for enterprise risk management, including cybersecurity risks • pre-approving and reviewing audit fees and other services performed by our independent registered public accounting firm • establishes and oversees procedures for the receipt, retention and treatment, on a confidential basis, of any concerns regarding questionable accounting, internal controls or auditing matters • two members (Ms. Cook and Ms. Liu) qualify as “audit committee financial experts” as defined by the SEC; all members meet the financial literacy requirements of the NYSE
Compensation and Human Resources Todd A. Adams, Chair Henry F. Brooks James W. McGill Glen E. Tellock 2023 Meetings - 3	• reviews and establishes all forms of compensation for our executive officers and directors • oversees the comprehensive organizational talent process • oversees our compensation plans, including the various stock plans • reviews the various management development and succession programs • addresses compensation-related risks
Corporate Governance and Sustainability Glen E. Tellock, Chair Tessa M. Myers James F. Stern James W. McGill 2023 Meetings - 2	• recommends nominees for the Board of Directors • oversees all matters related to director performance • assists the Board of Directors in providing oversight of the company’s environmental, social and governance matters • oversees all corporate governance matters, including monitoring and evaluating Board and committee skills, experience, tenure, diversity and performance and developing and recommending to the Board the company’s Principles of Corporate Governance

(1) In overseeing the independent registered public accounting firm, the Audit Committee, among other things, (i) reviews the independence of the independent registered public accounting firm; (ii) reviews periodically the level of fees approved for the independent registered public accounting firm and the pre-approved non-audit services it has provided; (iii) reviews the performance, qualifications and quality control procedures of the independent registered public accounting firm; (iv) reviews the selection of the lead engagement partner; (v) conducts the periodic consideration and impact of independent auditor rotations; and (vi) reviews the scope of and overall plans for the annual audit and interactions with the company's internal audit function.

Leadership Structure

Mr. Bockhorst was appointed Chairman of the Board in January 2020. The Board of Directors believes it is in the best interests of the company to combine the positions of Chairman and CEO because it provides unified leadership and direction. In addition, Mr. Bockhorst has an in-depth knowledge of the business that enables him to effectively set appropriate Board agendas and ensure processes and relationships are established with both management and the independent directors, as the Board works together to oversee the company’s management and affairs. The Board retains the authority to modify this leadership structure as and when appropriate to best address the company’s circumstances and advance the interests of all shareholders.

Because our Chairman is not an independent director, our independent directors believe it is appropriate to appoint an independent director as a Lead Outside Director. Our Lead Outside Director, if elected as a director on an annual basis by shareholders, serves for a three-year term and if reappointed, can serve up to two consecutive terms. The Lead Outside Director works with our Chairman and other Board members to provide strong, independent oversight of our management and affairs. Mr. Tellock currently serves as the independent Lead Outside Director.

The following summarizes the key roles and responsibilities of the Chairman and Lead Outside Director, respectively:

       Kenneth C. Bockhorst, Chairman

      Glen E. Tellock, Lead Outside Director

    •Provides strategic vision for the company as Chairman and CEO
•Establishes the agenda for Board meetings
•Presides at meetings of the Board
•Ensures provision of proper meeting materials and attendance of executives and advisors for meetings of the Board 
•Consults with the Corporate Governance and Sustainability Committee on matters of corporate governance 
•Consults with the Corporate Governance and Sustainability Committee on Committee composition and leadership structure
•Acts as Chairman of and presides at meetings of shareholders
•Calls special meetings of the Board
•Does not serve on any Committees but attends all Committee meetings 
 
 

    •Works to ensure the Board functions with appropriate independence from management 
•Acts as a key liaison between the Chairman and the independent directors 
•Communicates Board feedback to the Chairman after each Board meeting 
•Collaborates with the Chairman to develop Board meeting agendas
•Collaborates with the Compensation and Human Resources Committee to conduct the annual evaluation of the performance of the Chairman and CEO 
•Collaborates with the Chairman and Corporate Governance and Sustainability Committee on matters related to Board effectiveness 
•Presides at independent director sessions of the Board
•Presides at Board meetings if the Chairman is not present
•Calls meetings of the independent directors when necessary

   

In describing his role and responsibilities as Lead Outside Director, Mr. Tellock stated: "A critical element of our independent oversight includes assessing our performance and driving continuous improvement in our overall effectiveness. It also includes ensuring a productive partnership with management. I work closely with our Chairman and CEO to ensure that in addition to scheduled Board and Committee meetings, our directors engage with management to provide additional insight on matters of strategic importance. As a Board, we remain focused on delivering long-term shareholder value and we appreciate investors' trust and confidence in our leadership."

Board Role in Risk Oversight

Our Board of Directors recognizes the importance of effective risk oversight in running a successful business and fulfilling its fiduciary responsibilities to the company and its shareholders. Our Board is responsible for assuring that an appropriate culture of risk management exists within the company and for setting the right “tone at the top.” The Board oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance shareholder value.

A fundamental element of risk management is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the company. The involvement of the full Board of Directors in setting the company’s business strategy is a key part of its assessment of management’s tolerance for risk and also a determination of what constitutes an appropriate level of risk for the company.

The company’s Enterprise Risk Management ("ERM") process aims to identify, manage and monitor significant and material risks. A cross functional group of executives prioritizes identified risks and assigns an executive to address each major identified risk area and lead action plans to manage each risk. Our Board of Directors provides oversight of the ERM process and reviews the significant identified risks. Our various Board committees also play a role in risk management, as detailed in their respective charters.

Cybersecurity is a critical component of the company’s ERM program. Badger Meter has established an information security framework to help safeguard the confidentiality, integrity, privacy and availability of information assets and ensure regulatory, operational, and contractual requirements are fulfilled. The framework includes an information security training program for all employees as well as incident response planning with regular exercises to help ensure its effectiveness and the company's overall preparedness. The framework is aligned to industry standards including: NIST (National Institute of Standards and Technology), International Organization for Standardization ("ISO") 27001, Service Organization Control 2 ("SOC2") and Sarbanes Oxley ("SOX"). In addition to the framework, among other mitigating actions the company maintains cybersecurity liability insurance. The Board and the Audit Committee provide oversight over cybersecurity risk. The Board receives annual cybersecurity updates from senior management, including the Chief Information Officer, and the Audit Committee provides a deeper level of oversight through multiple engagements with senior management. While the company has experienced, and expects to continue to experience, cyber threats, no breaches or material incidents or breaches have occurred.

While the Board of Directors has the ultimate oversight responsibility for the risk management process, various committees of the Board also have responsibility for risk management. In particular, the Audit Committee focuses on financial risks, including overseeing the integrity of the company’s financial statements, qualifications and independence of the independent registered public accounting firm, internal controls and general corporate ethics and compliance. In addition, the Audit Committee annually reviews and assesses the effectiveness of the company’s overall compliance program. The Compensation Committee focuses on compensation risks, including risks associated with our workforce and the administration and structure of our employee benefit plans. The Governance Committee focuses on corporate governance policies and practices that help mitigate risk as well as risks associated with the environment, climate change and social topics.

Shareholder Outreach

The company regularly engages with its shareholders through proactive outreach efforts covering an array of topics such as financial performance, strategy, compensation matters, human capital management, corporate governance and other Environmental, Social and Governance ("ESG") matters. This shareholder outreach takes a combination of forms, including investor conferences, dedicated in-person or virtual meetings and phone calls. Badger Meter management routinely reports to the Board and specific Board committees on the substance and nature of its shareholder discussions.

In conjunction with each years' proxy, the company conducts substantial outreach efforts among its shareholders to gain insight and understanding of their respective views of the company’s compensation and governance matters and shareholder proposals. In 2023, outreach discussions were held with investors collectively holding over 8 million shares, or 30% of the company’s outstanding shares, and included 4 of the company’s top 10 largest shareholders.

A summary of key topics discussed during our various outreach touchpoints are included below.


What We Heard	How We Responded
Shareholders requested additional information on the unique roles and responsibilities of the Board Chair and Lead Outside Director.	• Included table outlining the specific roles and responsibilities for both the Board Chair and the Lead Outside Director. • Mr. Tellock, current Lead Outside Director, included a quote within the Leadership section of the proxy describing his priorities on behalf of shareholders.
Shareholders recommended expanding skill and competency information by individual director (versus in summary form) to more fully evaluate each director nominee.	• Included table within Nominees for Election to the Board of Directors section of the proxy to display skills/competencies by director.
Shareholders inquired as to the proponent's potential rationale for their 2023 shareholder proposal related to "fair chance" hiring. Note that this same proposal was submitted again for 2024.	• Provided information to shareholders regarding the proponent and their "blanket" proposal filing at a variety of companies. • Informed shareholders that the proposal was not targeted at the company in response to any actual or perceived deficiency, risk, legal action, etc. • Statistics gathered by Badger Meter reflect zero (0) employment offers rescinded as a result of background checks, and 5% of posted positions filled by individuals with criminal convictions during 2023.
Shareholders recommended that the company evaluate the potential and readiness to include one or more material ESG-related metrics in variable compensation programs.	• There are ongoing efforts by the Compensation and Human Resources Committee to ensure appropriate incentives are in place for executives. Non-financial metrics will continue to be evaluated for future inclusion in executive compensation programs, ensuring any metrics selected align with the company’s strategy and business model. • Four non-financial ESG-related metrics (Total Case Incident Rate or "TCIR", Regrettable Turnover, GHG Emissions Intensity and Water Intensity) are incorporated into the company's annual SMART goals associated with individual performance assessments at all levels of the company.

Corporate Responsibility – ESG (Environmental, Social, Governance)

With the support and oversight of our Board of Directors, we continue to advance the tenets of sustainability and corporate responsibility. The Board, primarily through its Corporate Governance and Sustainability Committee, provides oversight of the company’s overall approach to ESG matters. The approach is informed by regular engagement with shareholders and other stakeholders. In connection with this oversight, the Board and the Corporate Governance and Sustainability Committee have reviewed the company’s sustainability strategy and regularly discuss this strategy with management.

The following reflects a few of the key recent actions, activities and highlights representing the company’s continuous improvement efforts across sustainability matters:

•

Established a new, more robust GHG intensity reduction goal from 2020 baseline (from 15% by 2030 to 50% by 2030) after strong performance reducing both absolute and intensity measures in the first two years of our inaugural goal setting.

•

Published additional and enhanced disclosures in the 2022 Sustainability Report including tax and political spending transparency.

•

Provided detailed information in the Sustainability Report, and to all employees, related to the company's employee engagement survey with 93% participation across our global employee base.

•

Employee health, safety and well-being remain a top priority for the company. Safety, as measured by our global Total Case Incident Rate ("TCIR"), was 0.40 in 2023 compared to 0.59 in 2022 and 0.75 in 2021. Our goal remains zero.

•

Completed the inaugural CDP climate survey, providing extensive data in line with standard requirements.

•

The company disclosed a variety of human capital-related diversity metrics as part of its 2023 Annual Report on Form 10-K Human Capital disclosures, including comparative figures, to hold ourselves accountable for measuring progress on the various programs and initiatives in place to advance recruitment, retention and engagement of talent.

For more information on Sustainability, please visit: https://www.badgermeter.com/sustainability-and-ethics/

Nomination of Directors

All members of the Governance Committee meet the definition of independence set forth by the NYSE. The Governance Committee is responsible for recommending nominees for our Board of Directors. The Board has adopted a policy by which the Governance Committee will consider nominees for Board positions, as follows:

The Governance Committee will review each candidate’s qualifications in light of the needs of the Board of Directors and the company, considering the current mix of director attributes and other pertinent factors, with the following minimum qualifications which must be met by each director nominee:

•

Each director must display the highest personal and professional ethics, integrity and values.

•

Each director must have the ability to exercise sound business judgment.

•

Each director must be highly accomplished in his or her respective field, with superior credentials and recognition and broad experience at the administrative and/or policy-making level in business, government, education, technology or public interest.

•

Each director must have relevant expertise and experience, and be able to offer advice and guidance to the CEO based on that expertise and experience.

•

Each director must be able to represent all shareholders of the company and be committed to enhancing long-term shareholder value.

•

The majority of the directors must be independent, as defined herein and according to applicable rules of the SEC and the listing standards of the NYSE.

•

Each director must have sufficient time available to devote to activities of the Board and to enhance his or her knowledge of the company’s business.

•

At least one director should have the requisite experience and expertise to be designated as an “audit committee financial expert” as defined by applicable rules of the SEC.

•

The Board believes that maintaining a diverse membership with varying backgrounds, skills, expertise and other differentiating personal characteristics promotes inclusiveness, enhances the Board’s deliberations and enables the Board to better represent all of the company’s constituents. Accordingly, the Board is committed to actively seeking out highly qualified self-identified female, underrepresented minority (racial/ethnically diverse) and LGBTQ+ candidates as well as candidates with diverse backgrounds, skills and experiences as part of all Board searches the company undertakes and will ensure each pool of qualified candidates from which Board nominees are chosen includes candidates of these underrepresented demographics.

•

No candidate, including current directors, may stand for reelection after reaching the age of 72.

•

The Governance Committee will consider candidates recommended by shareholders. There are no differences in the manner in which the Governance Committee evaluates candidates recommended by shareholders and candidates identified from other sources.

•

To recommend a candidate, shareholders should write to the Board of Directors, c/o Secretary, Badger Meter, Inc., P.O. Box 245036, Milwaukee, WI 53224-9536, via certified mail. Such recommendation should include the nominating shareholder’s stock ownership, the candidate’s name and address, a brief biographical description and statement of qualifications of the candidate and the candidate’s signed consent to be named in the Proxy Statement and to serve as a director if elected.

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To be considered by the Governance Committee for nomination and inclusion in our Proxy Statement, the Board of Directors must receive shareholder recommendations for director no less than 60 days and no more than 90 days prior to the second Saturday in the month of April or as otherwise stated in the company’s Proxy Statement. See “Shareholder Proposals” for the deadline for shareholder recommendations for directors with respect to the 2024 Annual Meeting of Shareholders.

During 2023, and as of the date of this Proxy Statement, the Governance Committee did not pay any fees to third parties to assist in identifying or evaluating potential candidates.

Communications with the Board of Directors

Shareholders and non-shareholders may communicate with the full Board of Directors, non-management directors as a group or individual directors, including the Chairman or Lead Outside Director, by submitting such communications in writing to the intended recipient, c/o Secretary, Badger Meter, Inc., P.O. Box 245036, Milwaukee, WI 53224-9536, via certified mail. The Secretary will forward communications received to the appropriate party.

Categorical Independence Standards for Directors

The company’s categorical independence standards for directors are contained in the company’s Principles of Corporate Governance, which are annually reviewed by the Governance Committee. If appropriate, changes are recommended to the Board of Directors for approval.

A director who at all times during the previous three years has met all of the following categorical standards and has no other material relationships with Badger Meter, Inc. will be deemed to be independent:

The company has not employed the director, and has not employed (except in a non-executive officer capacity) any of his or her immediate family members. Employment as an interim Chairman or CEO does not disqualify a director from being considered independent following that employment.

Neither the director, nor any of his or her immediate family members, has received more than $120,000 per year in direct compensation from the company, other than director and committee fees, and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). Compensation received by a director for former service as an interim Chairman or CEO need not be considered in determining independence under this test. Compensation received by an immediate family member for service as a non-executive employee of the company need not be considered in determining independence under this test.

The director has not been employed by, or affiliated with the company’s present or former internal or external auditor, nor have any of his or her immediate family members been so employed or affiliated (except in a nonprofessional capacity).

Neither the director, nor any of his or her immediate family members, has been part of an “interlocking directorate” in which any of the company’s present executives serve on the compensation (or equivalent) committee of another company that employs the director or any of his or her immediate family members in an executive officer capacity.

Neither the director, nor any of his or her immediate family members (except in a non-executive officer capacity), has been employed by a company that makes payments to, or receives payments from, the company for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues. In applying this test, both the payments and the

consolidated gross revenues to be measured are those reported in the last completed fiscal year. The look-back provision for this test applies solely to the financial relationship between the company and the director’s or immediate family member’s current employer; the company need not consider former employment of the director or immediate family member.

Neither the director, nor any of his or her immediate family members, has been an employee, officer or director of a foundation, university or other non-profit organization to which the company gives directly, or indirectly through the provision of services, more than $1 million per annum or 2% of such organization’s consolidated gross revenues (whichever is greater).

In addition to satisfying the criteria set forth above, directors who are members of the Audit Committee will not be considered independent for purposes of membership on the Audit Committee unless they satisfy the following additional criteria:

A director who is a member of the Audit Committee may not, other than in his or her capacity as a member of the Audit Committee, the Board, or any other Board committee, accept directly or indirectly any consulting, advisory, or other compensatory fee from the company or any subsidiary thereof, provided that, unless the rules of the NYSE provide otherwise, compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the company (provided that such compensation is not contingent in any way on continued service).

A director who is a member of the Audit Committee may not, other than in his or her capacity as a member of the Audit Committee, the Board, or any other Board committee, be an affiliated person of the company.

If an Audit Committee member simultaneously serves on the audit committees of more than two other public companies, then the Board must determine that such simultaneous service would not impair the ability of such member to effectively serve on the company’s Audit Committee. The company must disclose this determination in its Proxy Statement.

Available Corporate Governance Information

The company’s Code of Business Conduct, Principles of Corporate Governance, Code of Conduct for Financial Executives and Charters of all current Board committees are available on our website at badgermeter.com under the selection “Company” - “Investors” – “Governance”- “Governance Documents”. Copies can also be obtained by writing to the Secretary of Badger Meter, Inc., P.O. Box 245036, Milwaukee, WI 53224-9536.

RELATED PERSON TRANSACTIONS

We had no transactions during 2023, and none are currently proposed, in which we were a participant and in which any related person had a direct or indirect material interest. Our Board of Directors has adopted policies and procedures regarding related person transactions. For purposes of these policies and procedures:

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A “related person” means any person who is, or was at some time since the beginning of the last fiscal year, (a) one of our directors, executive officers or nominees for director, (b) a greater than five percent beneficial owner of our common stock, or (c) an immediate family member of the foregoing; and

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A “related person transaction” generally is a transaction (including any indebtedness or a guarantee of indebtedness) in which we were or are to be a participant and the amount involved exceeds $120,000, and in which a related person had or will have a direct or indirect material interest.

Each of our executive officers, directors or nominees for director is required to disclose to the Governance Committee certain information relating to related person transactions for review and approval by the Governance Committee. Disclosure to the Governance Committee must occur before the executive officer, director or nominee for director enters into the related party transaction. The Governance Committee’s decision whether or not to approve a related person transaction is to be made in light of the Governance Committee’s determination that consummation of the transaction is not inconsistent with the interests of the company and its shareholders. Any related person transaction must be disclosed to the Board of Directors.

Certain related person transactions are deemed pre-approved, including, among others, (a) any transaction with another company, or charitable contribution, grant or endowment to a charitable organization, foundation or university, at which a related person’s only relationship is as an employee (other than an executive officer), director or beneficial owner of less than ten percent of that company’s shares, if the aggregate amount involved does not exceed the greater of $1 million or 2% of the company’s total annual revenues or the charitable organization’s total annual receipts, and (b) any transaction involving a related person where the rates or charges involved are determined by competitive bids.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table provides information concerning persons known by us to beneficially own more than five percent of our common stock as of February 23, 2024.


Name	Aggregate Number of Shares		Percent of Common Stock Beneficially Owned
BlackRock, Inc.		5,160,764		17.6	%	(1)
50 Hudson Yards New York, NY 10001
The Vanguard Group, Inc.		3,651,786		12.4	%	(1)
100 Vanguard Boulevard Malvern, PA 19355
State Street Corporation		1,642,226		5.6	%	(1)
State Street Financial Center
One Congress Street, Suite 1
Boston, MA 02114

(1)

Beneficial ownership at December 31, 2023 per Schedule 13G and/or 13F filings.

The following table sets forth, as of February 23, 2024, the number of shares of common stock beneficially owned and the number of exercisable options outstanding by (i) each of our directors and nominees, (ii) each of the executive officers named in the Summary Compensation Table set forth below (referred to as the named executive officers or “NEOs”), and (iii) all of our directors and executive officers as a group. SEC rules define “beneficial owner” of a security to include any person who has or shares voting power or investment power with respect to such security.


Named Executive Officers and Director Nominees	Aggregate Number of Shares of Common Stock Beneficially Owned (1)		Percent of Common Stock Beneficially Owned (1)
Todd A. Adams		-	*	(2)
Kenneth C. Bockhorst

SEC Form DEF 14A filed by Badger Meter Inc.