Annual report
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , DC 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_ Wisconsin ( State or other jurisdiction of incorporation or organization ) 4545 W. Brown Deer Road Milwaukee , Wisconsin ( Address of principal executive offices ) Securities registered pursuant to Section 12 ( b ) of the Act : Common Stock or Accelerated filer Non - accelerated filer BADGER METER , INC . ( Exact name of registrant as specified in its charter ) to Commission File No. 001-06706 0 0 ( 414 ) 355-0400 ( Registrant's telephone number , including area code ) BMI ( Trading Symbol ) 39-0143280 ( I.R.S. Employer Identification No. ) 53233 ( Zip code ) ( Title of each class ) Securities registered pursuant to Section 12 ( g ) of the Act : None . Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 ( d ) of the Act . Yes Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No No 风 Yes No New York Stock Exchange ( Name of each exchange on which registered ) Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes > No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , ” “ accelerated filer , ” “ smaller reporting company " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Smaller reporting company Emerging growth company If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . No 风 Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes State the aggregate market value of the voting and non - voting common equity held by non - affiliates computed by reference to the price at which the common equity was last sold , or the average bid and asked price of such common equity : As of June 30 , 2020 , the aggregate market value of the shares of Common Stock held by non - affiliates of the Registrant was approximately $ 1.82 billion . For purposes of this calculation only , ( i ) shares of Common Stock are deemed to have a market value of $ 62.92 per share , the closing price of the Common Stock as reported on the New York Stock Exchange on June 30 , 2020 , and ( ii ) each of the Company's executive officers and directors is deemed to be an affiliate of the Company . As of February 3 , 2021 , there were 29,145,410 shares of Common Stock outstanding with a par value of $ 1 per share . DOCUMENTS INCORPORATED BY REFERENCE Portions of the Company's Proxy Statement for the 2021 Annual Meeting of Shareholders , which will be filed with the Securities and Exchange Commission under Regulation 14A within 120 days after the end of the registrant's fiscal year , are incorporated by reference from the definitive Proxy Statement into Part III of this Annual Report on Form 10 K.