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

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ 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 24, 2026

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 24, 2026, at 8:30 a.m. Central 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, 2026; 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, and “FOR” Proposals 2 and 3. 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 27, 2026 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 13, 2026

We urge you to submit your proxy as soon as possible. If the records of our transfer agent, Equiniti 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 24, 2026

This Proxy Statement and our 2025 Annual Report on Form 10-K are available at

www.proxyvote.com

2026 ANNUAL MEETING OF SHAREHOLDERS

PROXY STATEMENT TABLE OF CONTENTS


			Page

Nomination and Election of Directors			2
Related Person Transactions			14
Stock Ownership of Certain Beneficial Owners			15
Stock Ownership of Management			15
Executive Compensation			17
Compensation Committee Interlocks and Insider Participation			32
Advisory Vote to Approve Compensation of Named Executive Officers			32
CEO Pay Ratio			34
Pay Versus Performance			34
Equity Compensation Plan Information			38
Audit and Compliance Committee Report			39
Principal Accounting Firm Fees			40
Ratification of Independent Registered Public Accounting Firm			40
Shareholder Proposals and Other Matters			42

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 24, 2026, at 8:30 a.m. Central 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 27, 2026 (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 29,181,598 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 2026, 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 13, 2026.

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 following certification of the shareholder vote, and the Chairman will refer the resignation to the Board's 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 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 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 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 public companies where he/she currently serves as a director or has served as a director during the past five years.

The information below presents 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 Candidates

Pictured left to right, bottom row: Tessa M. Myers, Glen E. Tellock and Xia Liu; top row: Todd A. Adams, Henry F. Brooks, Melanie K. Cook, James F. Stern, Kenneth C. Bockhorst and James W. McGill

Detailed Information for Board Candidates
The biographies of our director nominees include career highlights, public company director positions held currently or at any time during the last five years and relevant qualifications, experience, and skills that enhance the Board’s effectiveness. Each nominee was last elected by shareholders at the 2025 Annual Meeting of Shareholders.

     Todd A. Adams

     Chairman and Chief Executive Officer, Zurn Elkay Water Solutions Corporation 
A global provider of water management products, headquartered in Milwaukee, WI

Mr. Adams joined the company in 2004, and his prior roles have included President of the
Water Management platform and Senior Vice President & Chief Financial Officer. Mr.
Adams brings public company leadership and complex manufacturing expertise, as well as deep experience in water management solutions and M&A to the Board.

     Kenneth C. Bockhorst

     Chairman, President and Chief Executive Officer, Badger Meter, Inc. 

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		Special Advisor, Collins Aerospace, an RTX Company One of the world's largest suppliers of aerospace and defense products, headquartered in Charlotte, NC Mr. Brooks will retire from Collins Aerospace, an RTX Company, in March 2026 after having served as President of the Power & Controls division since 2020. He spent 40 years in progressive leadership roles at Sundstrand Corporation, United Technologies Corporation, Collins Aerospace and RTX, gaining extensive experience across engineering, operations and business unit leadership in the aerospace, defense and industrial sectors. Mr. Brooks brings expertise in long‑term strategic product and software development planning, global operations, M&A execution, talent development and cybersecurity to the Board.
Melanie K. Cook		Retired Chief Operating Officer, GE Appliances A subsidiary of the Haier Company, one of the world’s largest appliance manufacturers, headquartered in Louisville, KY Ms. Cook retired from GE Appliances, a Haier Company, in 2021 after having served as Chief Operating Officer since 2017. Prior to that role, she was Vice President of Sourcing from 2014 to 2017 and earlier held multiple positions of increasing responsibility within General Electric, including on the Corporate Audit Staff. She is a director of Commercial Vehicle Group (CVG) and Malibu Boats, Inc. and serves on the Audit Committee for both companies. Ms. Cook’s nearly 30 years of global experience include business unit leadership roles with full profit and loss responsibility; product lifecycle management and digitization; end‑to‑end supply chain and global sourcing; and finance and audit across multiple industries. She brings valuable operational and strategic expertise to the Board.
Xia Liu		Executive Vice President and Chief Financial Officer, WEC Energy Group One of the largest electric generation and distribution and natural gas delivery holding companies in the U.S., headquartered in Milwaukee, WI Ms. Liu has served in her current role for about 6 years, following her tenure as Executive Vice President and CFO of CenterPoint Energy from April 2019 to April 2020, and 21 years at Southern Company in a variety of executive finance roles of increasing responsibility. With nearly three decades in the utility industry, she offers deep expertise and valuable insights to the Board in a broad range of areas including finance, strategy, capital allocation, risk management, utility metering, and accounting matters.
James W. McGill		Retired President, Electrical Sector - Americas, Eaton Corporation A global power management company Mr. McGill retired from Eaton Corporation in 2017 after having served as President of the Electrical Sector – Americas since 2015 and previously as President of the Electrical Products Group from 2013 to 2015. Earlier in his career, he held multiple senior roles with global responsibility across the company, including serving as Chief Human Resources Officer. He is a director of Powell Industries. Mr. McGill brings significant public company and global leadership experience to the Board, including expertise in human resources, continuous improvement and corporate governance.


Tessa M. Myers		Senior Vice President, Intelligent Devices, Rockwell Automation, Inc. World’s largest company dedicated to industrial automation and information, headquartered in Milwaukee, WI Ms. Myers has served as Senior Vice President of Intelligent Devices at Rockwell Automation since 2022. She spent 25 years in senior roles across sales, channel management and regional business unit leadership, including global assignments in Singapore and Canada, in positions such as Global Vice President, Software & Control, and Regional President, North America. 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 Board.
James F. Stern		Executive Vice President, Corporate Development, Strategy and Secretary, A. O. Smith Corporation A Milwaukee-based global manufacturer of water heating and water treatment products Mr. Stern was appointed to his current position in October 2025 after having joined A. O. Smith Corporation as executive vice president, general counsel and secretary in 2007. He has more than 35 years of experience in management, corporate governance, strategy, government affairs and M&A. He is a past president and member of the board of governors of the Water Quality Association. He also serves on the board of directors of The Water Council, of which he was chairman from 2018 - 2024. Mr. Stern’s legal, international and water industry background, and public company experience brings valuable advice and insights to the Board.
Glen E. Tellock		Retired President and Chief Executive Officer, Lakeside Foods, Inc. A premier private brand supplier of canned and frozen vegetables, headquartered in Manitowoc, WI Mr. Tellock retired from Lakeside Foods, Inc. in 2021 after serving as President and Chief Executive Officer since 2016. Previously, he spent more than two decades with The Manitowoc Company, Inc., where he progressed through key executive roles, including Chief Financial Officer and later Chairman, President and Chief Executive Officer. He 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 Board.

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

Independence, Meetings and Committees

The Board held four regular meetings and one special meeting in 2025. A closed session for only independent directors was held following each of the regular Board meetings. All members of the Board attended the 2025 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 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 has adopted written charters for each committee, which are available on our website at investors.badgermeter.com under the selection "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 2025 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 James W. McGill, Chair(2) Todd A. Adams Henry F. Brooks Glen E. Tellock 2025 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 James W. McGill Tessa M. Myers James F. Stern 2025 Meetings - 2	• recommends nominees for the Board • oversees all matters related to director performance • assists the Board 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 • oversees annual self-assessments of Board and committee effectiveness

(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.

(2) Mr. McGill was appointed Chair of the Compensation Committee in November 2025, upon which Mr. Adams remained a committee member.

Leadership Structure

Mr. Bockhorst was appointed Chairman of the Board in January 2020. The Board 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, the independent directors on our Board believe it is appropriate to appoint one of the elected independent directors as a lead outside director ("Lead Director"). Once appointed, our Lead Director serves for a three-year term contingent upon annual re-election by shareholders. If reappointed, the Lead Director can serve up to two consecutive terms. The Lead 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 Director.

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

        Kenneth C. Bockhorst, Chairman

       Glen E. Tellock, Lead Director

     •Provides strategic vision for the company as Chairman and CEO
•Establishes the agenda for Board meetings
•Presides at meetings of the Board
•Ensures the provision of proper meeting materials and attendance of executives and advisors for meetings of the Board 
•Consults with the Governance Committee on matters of corporate governance 
•Consults with the Governance 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 Governance Committee on matters related to Board and Committee evaluation and 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 Director, Mr. Tellock stated:

"A critical element of our independent oversight includes assessing the Board's 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 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 and strategic objectives for the improvement of long-term organizational performance and shareholder value creation.

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 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 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. As part of the framework, senior management meets monthly as part of the Cybersecurity Steering

SEC Form DEF 14A filed by Badger Meter Inc.