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 30, 2010 -------------- 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 5.07. Submission of Matters to a Vote of Security Holders. ---------- ----------------------------------------------------------- The Annual Meeting of Shareholders of Badger Meter, Inc. (the "Company") was held on April 30, 2010. 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 2011 Annual Meeting of Shareholders or until their successor is duly elected and qualified. The following is a breakdown of the voting results: DIRECTOR VOTES FOR WITHHELD NON-VOTES -------------------- --------------- -------------------- ---------------------- Ronald H. Dix 9,986,092 170,505 1,726,277 Thomas J. Fischer 9,907,704 248,893 1,726,277 Gale E. Klappa 9,955,702 200,895 1,726,277 Richard A. Meeusen 9,562,812 593,785 1,726,277 Andrew J. Policano 9,912,758 243,839 1,726,277 Steven J. Smith 9,967,581 189,016 1,726,277 John J. Stollenwerk 9,828,085 328,512 1,726,277 Todd J. Teske 9,998,709 157,888 1,726,277 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 VOTES FOR AGAINST ABSTENTIONS NON-VOTES ------------- ---------- ------------- ----------- 11,813,172 29,300 40,402 0 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: May 3, 2010 By: /s/ William R. A. Bergum ------------------------------- William R. A. Bergum Vice President - General Counsel and Secretary