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 24, 2015


              Badger Meter, Inc.             
(Exact name of registrant as specified in its charter)

Wisconsin

1-6706

39-0143280

(State or other

jurisdiction of

incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)


  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 5.07.         Submission of Matters to a Vote of Security Holders.

The Company’s 2015 Annual Meeting of Shareholders was held on April 24, 2015.  Matters submitted to shareholders at the meeting and the voting results thereof were as follows:

Election of Directors.  The shareholders of the Company elected each of the director nominees proposed by the Company’s Board of Directors to serve until the 2016 Annual Meeting of Shareholders or until such nominee’s successor is duly elected and qualified.  The following is a breakdown of the voting results:

DIRECTOR  

VOTES FOR

 

WITHHELD

 

NON-VOTES

Ronald H. Dix 11,720,168 137,178 1,072,201
Thomas J. Fischer 11,695,175 162,171 1,072,201
Gale E. Klappa 11,667,752 189,594 1,072,201
Gail A. Lione 11,770,708 86,638 1,072,201
Richard A. Meeusen 11,571,079 286,267 1,072,201
Andrew J. Policano 11,705,571 151,775 1,072,201
Steven J. Smith 11,686,201 171,145 1,072,201
Todd J. Teske 11,668,753 188,593 1,072,201

Advisory Vote on Executive Compensation.  The shareholders of the Company approved, by advisory vote, the compensation of the Company’s named executive officers.  The following is a breakdown of the voting results:

     
VOTES FOR

VOTES AGAINST

ABSTENTIONS

NON-VOTES

11,181,967 602,532 72,838 1,072,210

Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm.  The shareholders of the Company ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm.  The following is a breakdown of the voting results:

     
VOTES FOR

VOTES AGAINST

ABSTENTIONS

NON-VOTES

12,780,473 127,532 21,542 N/A


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 27, 2015 By:

/s/ William R. A. Bergum

William R. A. Bergum

Vice President – General Counsel and

Secretary