Badger Meter (BMI) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 24, 2026, with proposals to elect nine directors, approve executive compensation, and ratify Ernst & Young LLP as auditor for 2026.

• Shareholders of record as of February 27, 2026, are entitled to vote, with one vote per share.

• Proxy materials and the 2025 Annual Report are available online.

Voting matters and shareholder proposals

• Proposals include election of nine directors for one-year terms, advisory vote on executive compensation, and ratification of Ernst & Young LLP as auditor.

• Board recommends voting FOR all nominees and proposals.

• Shareholder proposals for the 2027 meeting must be submitted by November 13, 2026.

Board of directors and corporate governance

• Board consists of nine directors, all standing for reelection; majority are independent per NYSE and SEC standards.

• Board committees: Audit and Compliance, Compensation and Human Resources, Corporate Governance and Sustainability.

• Lead Director role established for independent oversight; current Lead Director is Glen E. Tellock.

• Board diversity: 33.3% female, 22.2% ethnically/racially diverse; average tenure 6.7 years.

• Directors must meet strict independence and qualification standards.