a6183779.htm
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):
   February 12, 2010
 

              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 5.03.
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.