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): |
April 25, 2008 |
Badger Meter, Inc.
|
| (Exact name of registrant as specified in its charter) |
Wisconsin
|
1-6706
|
39-0143280
|
| (State or other |
(Commission File |
(IRS Employer |
| jurisdiction of |
Number) |
Identification No.) |
| incorporation) |
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)) |
| Item 5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers. |
At
the annual meeting of shareholders held on April 25, 2008, the shareholders of Badger
Meter, Inc. (the “Company”) approved the Badger Meter, Inc. 2008 Restricted
Stock Plan (the “2008 Plan”). The purposes of the 2008 Plan are:
| |
• |
to
promote the success of the Company by providing incentives to the officers and other key
employees of the Company and its subsidiaries that will link their personal interests to
the long-term financial success of the Company and to growth in value; and |
| |
• |
to
permit the Company and its subsidiaries to attract, motivate and retain experienced and
knowledgeable employees upon whose judgment, interest, and special efforts the successful
conduct of the Company’s operations is largely dependent. |
The
following is a brief description of the material terms of the 2008 Plan:
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• |
The
2008 Plan is administered by a committee of independent directors. |
| |
• |
The
2008 Plan permits the grant of restricted stock to key employees of the Company or its
subsidiaries. |
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• |
The
2008 Plan limits (to 20,000 shares) the number of shares of restricted stock that the
committee may grant to any one participant. |
| |
• |
The
2008 Plan provides that the committee may determine the terms and conditions applicable
to each award of restricted stock, including the period of restriction applicable to such
award; the committee has determined that the initial restricted stock awards under the
2008 Plan will vest 100% after a three-year restricted period. |
| |
• |
The
2008 Plan reserves 100,000 shares for awards of restricted stock. |
The
above summary of the 2008 Plan is qualified in its entirety by reference to the full text
of the 2008 Plan, and the 2008 Plan is incorporated into this Current Report on Form 8-K
by reference.
| Item 9.01. |
Financial
Statements and Exhibits. |
| |
(a) |
Financial
Statements of Business Acquired. |
| |
(b) |
Pro
Forma Financial Information. |
-1-
| |
(c) |
Exhibits.
The following exhibits are being furnished herewith: |
| |
99.1 |
Badger
Meter, Inc. 2008 Restricted Stock Plan. [Incorporated by reference to Exhibit 4.1 to
the Company’s Registration Statement on Form S-1 (File No.
333-150567), filed on April 29, 2008.] |
| |
99.2 |
Form
of Restricted Stock Agreement. [Incorporated by reference to Exhibit 4.2 to
the Company’s Registration Statement on Form S-1 (File No.
333-150567), filed on April 29, 2008.] |
-2-
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.
|
BADGER METER, INC. |
Date: April 30, 2008 |
By: /s/ Richard A. Meeusen |
| |
Richard A. Meeusen |
| |
Its: Chairman, President and Chief Executive Officer |
-3-
BADGER METER, INC.
Exhibit Index to
Current Report on Form 8-K
Exhibit
Number |
Description |
| 99.1 |
Badger
Meter, Inc. 2008 Restricted Stock Plan. [Incorporated by reference to Exhibit
4.1 to the Company’s Registration Statement on Form S-1 (File No.
333-150567), filed on April 29, 2008.] |
| 99.2 |
Form
of Restricted Stock Agreement. [Incorporated by reference to Exhibit 4.2 to the
Company’s Registration Statement on Form S-1 (File No. 333-150567),
filed on April 29, 2008.] |