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 | | February 12, 2010 |
Badger Meter, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin | | | | |
(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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 12, 2010, the Board of Directors of Badger Meter, Inc. (the “Company”) adopted an amendment to the Company’s Restated By-laws. Specifically, the Board amended Section 1 of ARTICLE II of the Restated By-laws to change the number of directors from eight to a range of not less than six and not more than ten, with the exact number to be set from time to time by resolution of the Board. The text of the amendment is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Form 8-K by reference.
Item 9.01. | Financial Statements and Exhibits. |
| (a) | The following exhibit is being furnished herewith: |
| | 99.1 | Text of Amendment to Restated By-laws. |
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: February 16, 2010 | By: | /s/ William R.A. Bergum |
| | | | |
| | | Name: | William R.A. Bergum |
| | | | |
| | | Title: | VP- General Counsel and Secretary |
BADGER METER, INC.
Exhibit Index to Current Report on Form 8-K
Exhibit
Number
| 99.1 | Text of Amendment to Restated By-laws. |
