29, 2016 18, 2016 29, 2016 officers or the vote to re-approve, for Section 162(m) purposes, the performance criteria and the Badger Meter, Inc. 2011 Omnibus Incentive Plan previously approved by the shareholders. 18, 2016. and a quorum is present, it will have no impact on the election of directors. Once elected, a director serves for a one-year term or until his/her successor has been duly appointed, or until his/her death, resignation or removal. Name Business Experience During Last Five Years Ronald H. Dix Thomas J. Fischer Name Business Experience During Last Five Years Gale E. Klappa Gail A. Lione…………. Richard A. Meeusen Andrew J. Policano Name Business Experience During Last Five Years Steven J. Smith Todd J. Teske Governance"-"Highlights." Independent Director Thomas J. Fischer Gale E. Klappa Gail A. Lione Andrew J. Policano Steven J. Smith Todd J. Teske When a vacancy occurs on the Board of Directors, the Governance Committee will initiate and oversee a search process for potential new candidates for Board of Director positions. The Governance Committee will review each candidate’s qualifications in light of the needs of the Board of Directors and the company, considering the current mix of director attributes and other pertinent factors. The following minimum qualifications must be met by each director nominee: There are no differences in the manner in which the Governance Committee evaluates candidates recommended by shareholders and candidates identified from other sources. To recommend a candidate, shareholders should write to the Board of Directors, c/o Secretary, Badger Meter, Inc., P.O. Box 245036, Milwaukee, WI 53224-9536, via certified mail. Such recommendation should include the candidate’s name and address, a brief biographical description and statement of qualifications of the candidate and the candidate’s signed consent to be named in the proxy statement and to serve as a director if elected. To be considered by the Governance Committee for nomination and inclusion in our proxy statement, the Board of Directors must receive shareholder recommendations for director no later than October 15 of the year prior to the relevant annual meeting of shareholders. Meeting. A “related person” means any person who is, or was at some time since the beginning of the last fiscal year, (a) one of our directors, executive officers or nominees for director, (b) a greater than five percent beneficial owner of our common stock, or (c) an immediate family member of the foregoing; and A “related person transaction” generally is a transaction (including any indebtedness or a guarantee of indebtedness) in which we were or are to be a participant and the amount involved exceeds $120,000, and in which a related person had or will have a direct or indirect material interest. Ronald H. Dix Thomas J. Fischer Gale E. Klappa Gail A. Lione Richard A. Meeusen Andrew J. Policano Steven J. Smith Todd J. Teske Gregory M. Gomez Horst E. Gras Richard E. Johnson Kimberly K. Stoll All Directors and Executive Officers as a Group (16 persons, including those named above) Executive The payment of annual incentive compensation should be directly linked to the attainment of performance goals approved by the Compensation Committee. See “Total Compensation and Link to Performance” below. Long-term incentive programs should be designed to align with shareholder interests by utilizing stock options, restricted stock and long-term cash incentives in order to ensure that our executive officers are committed to our long-term success. The Compensation Committee should attempt to achieve a fair and competitive compensation structure for our executive officers by implementing both short-term and long-term plans with fixed and variable components. Compensation policies should be structured to align the interests of management with the interests of shareholders, Compensation data obtained through an independent executive compensation consultant for competitive businesses of similar size and similar business activity. The data considered includes information relative to both base salary and bonus Our financial performance as a whole relative to the prior year, our budget and other meaningful financial data, such as sales, return on assets, return on equity, cash generated from operations and financial position. The recommendations of the Chairman, President and Chief Executive Officer (“CEO”) with regard to the other executive officers. The Compensation Committee is comprised solely of independent directors. The Compensation Committee engaged its own compensation consultant to assist with its The Compensation Committee conducts an annual review and approval of our compensation strategy, including a review of our compensation peer group used for comparative purposes. Our directors and executive officers are prohibited from engaging in short sales of our common stock. The Compensation Committee annually assesses the risk within the executive compensation program. Annual Bonus Plan. 2014. The larger increases for Mr. Gomez and Ms. Stoll were deemed appropriate given their expanded responsibilities in 2014 and the average salaries of similar positions in comparable companies as recommended by Towers Watson. below at between above payments. 2015 for the regular program, and there were no special performance bonuses. consultant as a guidepost, but we primarily structure the long-term incentive mix based on our compensation objectives. Specifically, the nature and amount of the long-term incentive compensation awarded to each of the NEOs discussion below under "Common Stock Ownership Guidelines." grant to determine the number of shares granted based on a predetermined dollar value. In February of 2016, payments were made to the NEOs under this program based on 200% of the target performance units since the Company’s total shareholder return for the period 2013-2015 was at the 81 from the disposal or impairment of long-term assets. Base salaries are fixed in amount and thus do not encourage risk taking. Our annual bonus plan is designed to align our compensation with our shareholders’ interests over the long term. Our long-term incentive plan uses a mix of performance measures that are designed to award our executives only if the company is achieving positive long-term growth. We maintain appropriate caps on incentives. We have limited and appropriate perquisites. Name & Principal Position Richard A. Meeusen — Chairman, President & CEO Richard E. Johnson — Sr. Vice President — Finance, CFO and Treasurer Gregory M. Gomez — Vice President — Bus. Development Horst E. Gras — Vice President — Intl. Operations(6) Kimberly K. Stoll — Vice President — Sales & Marketing “Non-Equity Incentive Plan Compensation Name Richard A. Meeusen Richard E. Johnson Gregory M. Gomez Horst E. Gras Kimberly K. Stoll in Name Richard A. Meeusen 6,300 4,800 7,200 6,120 5,320 3,760 0 0 0 1,800 4,080 7,980 15,040 11,367 24.94 52.81 38.69 38.41 36.59 36.15 51.29 May 4, 2017 May 2, 2018 May 1, 2019 May 7, 2020 May 6, 2021 May 4, 2022 Mar. 1, 2023 Richard E. Johnson 4,320 1,800 2,000 1,500 0 1,080 1,200 3,000 6,000 3,150 38.69 38.41 36.59 36.15 51.29 May 1, 2019 May 7, 2020 May 6, 2021 May 4, 2022 Mar. 1, 2023 Gregory M. Gomez 2,400 720 800 480 0 600 480 1,200 1,920 1,418 38.69 38.41 36.59 36.15 51.29 May 1, 2019 May 7, 2020 May 6, 2021 May 4, 2022 Mar. 1, 2023 Horst E. Gras 0 0 0 0 0 600 480 720 1,280 1,181 38.69 38.41 36.59 36.15 51.29 May 1, 2019 May 7, 2020 May 6, 2021 May 4, 2022 Mar. 1, 2023 Kimberly K. Stoll 0 0 0 0 480 1,200 1,920 1,418 38.41 36.59 36.15 51.29 May 7, 2020 May 6, 2021 May 4, 2022 Mar. 1, 2023 Expiration Date May 5, 2016 May 4, 2017 May 2, 2018 May 1, 2019 May 7, 2020 May 6, 2021 May 5, 2022 Richard A. Meeusen Richard E. Johnson Gregory M. Gomez Horst E. Gras Kimberly K. Stoll 2015 plan (see discussion below). Interest will continue to be credited on the frozen balance at a rate of interest based upon 30-year U.S. Treasury securities. The table also reports any pension benefits paid to each NEO during the year. Name Plan Name Richard A. Meeusen Richard E. Johnson Gregory M. Gomez Horst E. Gras Kimberly K. Stoll 2015 2016. any NEO, whose compensation is in excess of the Internal Revenue Service limits also participates in the non-qualified unfunded supplemental retirement plan. Benefits from this plan are calculated to provide the participant the same Plan the plan. Name Richard E. Johnson taxes on the make-whole payment. Name Richard A. Meeusen Richard E. Johnson Gregory M. Gomez Horst E. Gras Kimberly K. Stoll 2015. Name Ronald H. Dix Thomas J. Fischer Gale E. Klappa Gail A. Lione Andrew J. Policano Steven J. Smith Todd J. Teske As of February 29, 2016, all non-employee directors met this requirement. NAMED EXECUTIVE OFFICERS A total compensation package that is targeted at the median of our peer companies; A total compensation package that is structured so that a majority of compensation opportunities are delivered through short- and long-term incentives; A short-term incentive driven primarily by our financial earnings performance, and secondarily by key nonfinancial metrics; A long-term incentive program that, in keeping with prevailing industry practice, is significantly driven by our relative total shareholder return as compared to other industry peers, along with a mix of stock options and restricted stock to further tie compensation to stock price performance as well as enhance retention; and Stock ownership guidelines that continue to tie executives’ interests to shareholders over the long term. "FOR" THE NON-BINDING ADVISORY RESOLUTION ABOVE. Plan Category Equity compensation plans approved by security holders STOCK OPTION PLANS* 2011 OMNIBUS INCENTIVE PLAN Equity compensation plans not approved by security holders Total 2015. met with Ernst & Young LLP, with and without management present, to discuss the results of its annual audit and quarterly reviews, its evaluations of the internal controls, and the overall quality of the financial reporting, as well as the matters required to be discussed by professional standards and regulatory requirements as currently in effect; Audit Fees(1) Audit Related Fees(2) Tax Fees All other Fees Total Fees 2015. the length of time Ernst & Young LLP has been engaged by the company as the independent registered public accounting firm; Ernst & Young LLP’s historical and recent performance on the audit; an assessment of the professional qualifications and past performance of the lead audit partner and Ernst & Young LLP; the quality of the Audit Committee’s ongoing discussions with Ernst & Young LLP; an analysis of Ernst & Young LLP’s known legal risks and significant proceedings; external data relating to audit quality and performance, including recent Public Company Accounting Oversight Board the appropriateness of Ernst & Young LLP’s fees, on both an absolute basis and as compared to its peer firms; and Ernst & Young LLP’s independence. "FOR" RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 18, 2016.¨o¨o Preliminary Proxy Statement ¨o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨o Definitive Additional Materials ¨o Soliciting Material under Rule 14a-12 Badger Meter, Inc. (Name of registrant as specified in its charter) (Name of person(s) filing proxy statement, if other than the registrant) Payment of Filing Fee (Check the appropriate box): x No fee required. ¨o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1)(1) (2 ) (2) (3 ) (3) (4 ) (4) (5 (5)) Total fee paid: ¨o Fee paid previously with preliminary materials. ¨o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1)(1) (2 ) (2) (3 ) (3)(4) Filing Party:(4)25, 2014Global Water Center, 247 West Freshwater Way,Milwaukee Public Museum, 800 W. Wells Street, Milwaukee, Wisconsin 53204,53233 on Friday, April 25, 2014,29, 2016, at 8:30 a.m., local time, for the following purposes:2014;2016;4. the Badger Meter, Inc. 2011 Omnibus Incentive Plan previously approved by the shareholders; and“FOR” each of the director nominees,“FOR ALL NOMINEES" in Proposal 1, and “FOR” itemsProposals 2, 3 and 3.4. The persons named as proxies will use their discretion to vote on other matters that may properly arise at the Annual Meeting.28, 2014,29, 2016, are entitled to notice of and to vote at the meeting and any adjournments or postponements thereof. Shareholders are entitled to one vote per share.By Order of the Board of DirectorsWilliam R. A. Bergum,SecretaryBy Order of the Board of Directors William R. A. Bergum, Secretary 14, 201425, 201420132015 Annual Report on Form 10-K are available at.2014 Page Page 1 10 11 13 15 32 32 34 34 36 36 38 38Global Water Center, 247 West Freshwater Way,Milwaukee Public Museum, 800 W. Wells Street, Milwaukee, Wisconsin 53204,53233, on Friday, April 25, 2014,29, 2016, at 8:30 a.m., local time, and at any adjournment or postponement thereof.28, 201429, 2016 (the “record date”), may attend the Annual Meeting and vote in person. If your shares are held in “street name” by a broker, nominee, fiduciary or other custodian, you may not vote in person at the Annual Meeting unless you first obtain a proxy issued in your name from your broker, nominee, fiduciary or other custodian.14,408,74014,522,164 shares of common stock, par value $1 per share, outstanding and entitled to vote. You are entitled to one vote for each of your shares of common stock.2014,2016, but not on the election of directors, nor the advisory vote to approve the compensation of our named executive officers.14, 2014.or “against” votes than “for” votes in an uncontested election, then according to the process described in the company's current bylaws: that director will tender his or her resignation to the Chairman of the Board of Directors following certification of the shareholder vote. Thevote, the Chairman will refer the resignation to the Board of Directors will thenDirectors' Resignation Committee to consider whether or not to accept such resignation. Thereafter, the Boardboard will disclose its decision regarding whether to accept the director’s resignation (or the reason(s) for rejecting the resignation, if applicable) in a Current Report on Form 8-K furnished to the Securities and Exchange Commission.65 of this proxy statement. Age Director
Since 69 Badger Meter, Inc.: Retired. Formerly, Senior Vice President — Administration. Mr. Dix has significant experience at the company as well as a broad knowledge of employee benefit and human resource issues which enable him to assist the company in dealing with such issues. 2005 66 Consultant in corporate financial and accounting matters and retired partner of Arthur Andersen LLP. Mr. Fischer is a director of Actuant Corporation, Regal Beloit Corporation and Wisconsin Energy Corporation. Mr. Fischer’s past experience in public accounting and his current roles on various public company audit committees provide him with a depth of knowledge and experience to assist the company in dealing with complex financial issues. 2003 Age Director
Since 63 Wisconsin Energy Corporation (a holding company for electric and gas utilities): Chairman and Chief Executive Officer. Mr. Klappa is a director of Wisconsin Energy Corporation and Joy Global, Inc. Mr. Klappa has significant experience as the Chief Executive Officer of a public company and as a manager of regulated utility companies. Further, he has in-depth knowledge of utility metering needs. He is able to provide valuable advice and guidance to the company in these areas. 2010 64 Marquette University School of Law: Adjunct Professor of Intellectual Property Law. The Harley-Davidson Foundation: Retired President. Harley-Davidson, Inc.: Former Executive Vice President, General Counsel & Secretary and Chief Compliance Officer. Ms. Lione is a director of Sargento Foods Inc., a privately-held company where she serves on the audit committee; The F. Dohmen Co., a privately-held company; and a former director of Imperial Sugar Company. Ms. Lione has significant legal and management experience in manufacturing that includes securities law, intellectual property, corporate governance and corporate compliance, as well as human resources issues, which enables her to provide valuable advice and guidance to the company. 2012 59 Badger Meter, Inc.: Chairman, President and Chief Executive Officer. Mr. Meeusen is a director of Menasha Corporation and Serigraph Inc., both privately-held companies. Mr. Meeusen has significant experience in managing Badger Meter which enables him to provide the board with valuable insights and advice. 2001 64 Paul Merage School of Business, University of California — Irvine: Chaired Professor and Director — Center for Investment and Wealth Management. Formerly, Paul Merage School of Business, University of California — Irvine: Dean. Mr. Policano is a director of Rockwell-Collins, Inc. and a trustee of Payden & Rygel, a mutual fund company. Mr. Policano’s experience in general management and his involvement in and knowledge of new academic research into business issues enable him to provide valuable insights and advice to the company. 1997 Age Director
Since 63 Journal Communications, Inc. (a diversified media and communications company): Chairman and Chief Executive Officer. Formerly, Journal Communications, Inc.: Chairman, Chief Executive Officer and President. Mr. Smith is a director of Journal Communications, Inc. Mr. Smith has significant experience both in business management and as the Chief Executive Officer of a public company. He is able to provide valuable advice and insights for the company. 2000 49 Briggs & Stratton Corporation (a producer of gasoline engines and outdoor power products): Chairman, President and Chief Executive Officer. Formerly, Briggs & Stratton Corporation: President and Chief Executive Officer, and President and Chief Operating Officer. Mr. Teske is a director of Briggs & Stratton Corporation and Lennox International, Inc. Mr. Teske has significant experience in management and as the Chief Executive Officer of a public company and in the operational management of a manufacturing company, including international operations, which enables him to provide valuable advice and guidance for the company. 2009 Name Age Business Experience During Last Five Years Ronald H. Dix 71 2005 Thomas J. Fischer 68 2003 Gale E. Klappa 65 2010 Gail A. Lione 66 2012 Name Age Business Experience During Last Five Years Richard A. Meeusen 61 2001 Andrew J. Policano 66 1997 Steven J. Smith 65 2000 Todd J. Teske 51 2009 “FOR” EACH NOMINEE"FOR ALL NOMINEES" AS IDENTIFIED ABOVE.“Company”— “Investors”—“"Company"- "Investors"-"Corporate Governance”—“Committees of the Board.” BOARD COMMITTEES Audit andComplianceCompensation CompensationRonald H. Dix CorporateGovernanceRonald H. Dix X X* X X X X X X* X X* X X Richard A. Meeusen* Chairman of the Committee 2013.2015. The Audit Committee oversees our financial reporting process on behalf of the board and reports the results of their activities to the board. The activities of the Audit Committee include employing, with shareholder ratification, an independent registered public accounting firm for us, discussing with the independent registered public accounting firm and internal auditors the scope and results of audits, monitoring our internal controls, ethics and compliance risk management, and pre-approving and reviewing audit fees and other services performed by our independent registered public accounting firm. The board has determined that each member of the Audit Committee qualifies as an “audit committee financial expert” as defined by the Securities and Exchange Commission. Furthermore, the board has determined that all members of our Audit Committee meet the financial literacy requirements of the New York Stock Exchange.(1)(i) reviews the independence of the independent registered public accounting firm; (2)(ii) reviews periodically the level of fees approved for the independent registered public accounting firm and the pre-approved non-audit services it has provided; (3)(iii) reviews the performance, qualifications and quality control procedures of the independent registered public accounting firm; and (4)(iv) reviews the scope of and overall plans for the annual audit and the internal audit program. In addition to the Audit Committee’s responsibilities regarding the independent registered public accounting firm, the Audit Committee established, and oversees, procedures for the receipt, retention and treatment, on a confidential basis, of any concerns regarding questionable accounting, internal controls or auditing matters.The Compensation and Governance Committee met once in 2013. In April 2013, the responsibilities were divided among two separate committees — the Compensation Committee and the Governance Committee. oncethree times in 20132015, and in January 2014,2016, reviews and establishes all forms of compensation for our executive officers and directors, administers our compensation plans, including the various stock plans, reviews the various management development and succession programs and addresses compensation-related risks.oncetwo times in 2013 and in February 2014,2015, oversees all matters related to director performance, including the recommendation of nominees for the Board of Directors, assists the Board of Directors in providing oversight of the Company’scompany’s enterprise risk management programs, and oversees all corporate governance matters, including developing and recommending to the Boardboard the Company’scompany’s Principles of Corporate Governance.The Employee Benefit Plans Committee was dissolved in 2013. The company’s internal Benefit Plan Administration Committee oversees the administration of the pension plan, employee savings and stock ownership plan, health plans and other benefit plans under the direction of the Compensation Committee.fourfive meetings in 2013.2015. During 2013,2015, all directors attended at least 75% of the meetings of the full board and the committees on which they served during the period. A closed session for onlyoutside independent directors was held following each of the regular board meetings. All members of the board attended the 20132015 Annual Meeting of Shareholders. It is the board’s policy that all directors attend the Annual Meeting of Shareholders, unless unusual circumstances prevent such attendance.(CEO)("CEO") because this provides the company with unified leadership and direction. In addition, our current Chairman and CEO has an in-depth knowledge of our business that enables him to effectively setMr. KlappaMs. Lione currently serves as Lead Outside Director of the board.Company’scompany’s financial statements, qualifications and independence of the independent registered public accounting firm, internal controls and general corporate ethics and compliance. In addition, the Audit Committee annually reviews and assesses the effectiveness of the company’s overall compliance program. The Compensation Committee focuses on compensation risk including risks associated with the administration and structure of our employee benefit plans. The Governance Committee focuses on corporate governance policies that help mitigate risk.Each director must display the highest personal and professional ethics, integrity and values.Each director must have the ability to exercise sound business judgment.Each director must be highly accomplished in his or her respective field, with superior credentials and recognition and broad experience at the administrative and/or policy-making level in business, government, education, technology or public interest.Each director must have relevant expertise and experience, and be able to offer advice and guidance to the Chief Executive Officer based on that expertise and experience.◦ Each director must display the highest personal and professional ethics, integrity and values. ◦ Each director must have the ability to exercise sound business judgment. ◦ Each director must be highly accomplished in his or her respective field, with superior credentials and recognition and broad experience at the administrative and/or policy-making level in business, government, education, technology or public interest. ◦ Each director must have relevant expertise and experience, and be able to offer advice and guidance to the Chief Executive Officer based on that expertise and experience. ◦ Each director must be independent of any particular constituency, be able to represent all shareholders of the company and be committed to enhancing long-term shareholder value. ◦ Each director must have sufficient time available to devote to activities of the board and to enhance his or her knowledge of the company’s business. ◦ The specific qualities and skills required of any candidate will vary depending on our specific needs at any point in time. In considering the diversity of a candidate, the governance committee considers a variety of factors including but not limited to age, gender and ethnicity. ◦ No candidate, including current directors, may stand for reelection after reaching the age of 72. Each director must have sufficient time available to devote to activities of the board and to enhance his or her knowledge of the company’s business.The specific qualities and skills required of any candidate will vary depending on our specific needs at any point in time. In considering the diversity of a candidate, the governance committee considers a variety of factors including but not limited to age, gender and ethnicity.No candidate, including current directors, may stand for reelection after reaching the age of 72.2013,2015, and as of the date of this Proxy Statement, the Governance Committee did not pay any fees to third parties to assist in identifying or evaluating potential candidates. Also, the Governance Committee did not receive any shareholder nominees for consideration at the 2014 Annual Meeting of Shareholders.Corporate Governance Committee. If appropriate, changes are recommended to the Board of Directors for approval.—- “Investors” —- “Corporate Governance.” Copies can also be obtained by writing to the Secretary of Badger Meter, Inc., P.O. Box 245036, Milwaukee, WI 53224-9536.2013,2015, and none are currently proposed, in which we were a participant and in which any related person had a direct or indirect material interest. Our Board of Directors has adopted policies and procedures regarding related person transactions. For purposes of these policies and procedures:28, 2014.29, 2016.Name T. Rowe Price Associates, Inc. 1,800,476 (1) 12.40 % BlackRock, Inc. 1,401,695 (2) 9.70 % Mairs and Power, Inc. 1,175,581 (3) 8.10 % The Vanguard Group, Inc. 1,171,586 (4) 8.07 % Neuberger Berman Group LLC 816,651 (5) 5.63 % NameAggregate Number ofShares and Percent ofCommon StockBeneficially OwnedBlackRock, Inc.1,450,735(1)40 East 52nd StreetNew York, NY 1002210.07% Neuberger Berman Group LLC1,146,777(2)605 Third AvenueNew York, NY 101587.96% The Vanguard Group, Inc.1,026,528(3)100 Vanguard BoulevardMalvern, PA 193557.12% Mairs and Power, Inc.793,912(4)332 Minnesota Street, W-1520 First NationalBank BuildingSt. Paul, MN 551015.51% Kayne Anderson Rudnick Investment Management, LLC782,800(6)1800 Avenue of the Stars2nd FloorLos Angeles, CA 900675.42% T. Rowe Price Associates, Inc.768,340(5)100 East Pratt StreetBaltimore, MD 212025.33% (1) Information shown is based on a Schedule 13G filed with the Securities and Exchange Commission by BlackRock, Inc. on March 7, 2014. The Schedule 13G indicates that BlackRock, Inc. has sole voting power over 1,226,187 shares and sole dispositive power over 1,450,735 shares.(2)Information shown is based on a Schedule 13G filed with the Securities and Exchange Commission by Neuberger Berman Group LLC, Neuberger Berman LLC, Neuberger Berman Management LLC and Neuberger Berman Equity Funds on February 13, 2014. The Schedule 13G indicates that Neuberger Berman Group LLC has shared voting power over 1,143,377 shares and shared dispositive power over 1,146,777 shares.(3)Information shown is based on a Schedule 13G filed with the Securities and Exchange Commission by The Vanguard Group, Inc. on February 11, 2014. The Schedule 13G indicates that The Vanguard Group, Inc has sole voting power over 20,293 shares, sole dispositive power over 1,007,035 shares and shared dispositive power over 19,493 shares.(4)Information shown is based on a Schedule 13G filed with the Securities and Exchange Commission by Mairs and Power, Inc. on February 6, 2014. The Schedule 13G indicates that Mairs and Power, Inc. has sole voting power over 555,990 shares and sole dispositive power over 793,912 shares.(5)Information shown is based on a Schedule 13G filed with the Securities and Exchange Commission by T. Rowe Price Associates, Inc. on February 14, 2014.11, 2016. The Schedule 13G indicates that T. Rowe PriceAssociates serves as an investment adviser with power to direct investments and/or sole power to vote the securities. For the purposes of the reporting requirements of the Securities Exchange Act of 1934, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities. Price Associates has sole voting power over 70,640329,232 shares and sole dispositive power over 768,3401,800,476 shares.(6)(2) Information shown is based on a Schedule 13G filed with the Securities and Exchange Commission by Kayne Anderson Rudnick Investment Management, LLCBlackRock, Inc. on January 13, 2014.25, 2016. The Schedule 13G indicates that Kayne Anderson Rudnick Investment Management, LLCBlackRock, Inc. has sole voting power over 1,367,617 shares and sole dispositive power over all of1,401,695 shares.(3) Information shown is based on a Schedule 13G filed with the Securities and Exchange Commission by Mairs and Power, Inc. on February 12, 2016. The Schedule 13G indicates that Mairs and Power, Inc. has sole voting power over 864,628 shares reported above.and sole dispositive power over 1,175,581 shares.(4) Information shown is based on a Schedule 13G filed with the Securities and Exchange Commission by The Vanguard Group, Inc. on February 10, 2016. The Schedule 13G indicates that The Vanguard Group, Inc has sole voting power over 31,715 shares, shared voting power over 1,900 shares, sole dispositive power over 1,138,771 shares and shared dispositive power over 32,815 shares. (5) Information shown is based on a Schedule 13G filed with the Securities and Exchange Commission by Neuberger Berman Group LLC and Neuberger Berman Investment Advisers LLC on February 9, 2016. The Schedule 13G indicates that Neuberger Berman Group LLC and Neuberger Berman Investment Advisers LLC has shared voting power over 816,651 shares and shared dispositive power over 816,651 shares. 28, 2014,29, 2016, the number of shares of common stock beneficially owned and the number of exercisable options outstanding by (i) each of our directors, (ii) each of the executive officers named in the Summary Compensation Table set forth below (referred to as the named executive officers or “NEOs”), and (iii) all of our directors and executive officers as a group. Securities and Exchange Commission rules define “beneficial owner” of a security to include any person who has or shares voting power or investment power with respect to such security.Name 137,596 21,399 10,654 9,436 184,6111.3 % 19,060 26,154 10,654 20,823 14,990 142,978 6,679 744,6865.1% * Less than one percent (1) Unless otherwise indicated, the beneficial owner has sole investment and voting power over the reported shares, which includes shares from stock options that are currently exercisable or were exercisable within 60 days of February 28, 2014.29, 2016.(2) Does not include deferred director fee holdings of 4,351 phantom stock units held by Mr. Dix under the Badger Meter Deferred Compensation Plan for Directors. The value of the phantom stock units is based upon and fluctuates with the market value of the common stock. When a participant chooses to exit the plan, the phantom stock units are paid out only in cash. Ronald H. Dix has sole investment and voting power over 38,89625,700 shares he holds directly, and 8,7002,600 shares subject to stock options.options that are currently exercisable or were exercisable within 60 days of February 29, 2016. He has shared investment and voting power over 90,00087,500 shares he owns with his spouse.(3) Thomas J. Fischer shares voting power with his spouse over the reported shares. (4) Richard A. Meeusen has sole investment and voting power over 120,064106,756 shares he holds directly, 3,9974,140 shares in our Employee Savings and Stock Ownership Plan, 38,90059,883 shares subject to stock options that are currently exercisable or were exercisable within 60 days of February 29, 2016 and 21,65020,190 shares of restricted stock.(5) Does not include deferred director fee holdings of 520534 phantom stock units held by Mr. Policano under the Badger Meter Deferred Compensation Plan for Directors. The value of the phantom stock units is based upon and fluctuates with the market value of the common stock. When a participant chooses to exit the plan, the phantom stock units are paid out only in cash.(6) Gregory M. Gomez has sole investment and voting power over 6,530 shares he holds directly, 5,4935,889 shares in our Employee Savings and Stock Ownership Plan, 5,70010,292 shares subject to stock options that are currently exercisable or were exercisable within 60 days of February 29, 2016 and 3,1002,589 shares of restricted stock.(7) Horst E. Gras has sole investment and voting power over 11,3409,341 shares he holds directly, 1,500719 shares subject to stock options that are currently exercisable or were exercisable within 60 days of February 29, 2016 and 2,1502,068 shares of restricted stock.(8) Richard E. Johnson has sole investment and voting power over 32,000 shares he holds directly in an IRA, 2,2662,413 shares in our Employee Savings and Stock Ownership Plan, 12,6201,938 shares subject to stock options that are currently exercisable or were exercisable within 60 days of February 29, 2016 and 7,0005,566 shares of restricted stock. He has shared investment and voting power over 89,09290,692 shares he owns with his spouse.(9) Kimberly K. Stoll has sole investment and voting power over 1,9923,035 shares she holds directly 1,587in an IRA, 2,076 shares in our Employee Savings and Stock Ownership Plan, no2,872 shares subject to stock options that are currently exercisable or were exercisable within 60 days of February 29, 2016 and 3,1002,589 shares of restricted stock. She has shared investment and voting power over 250 shares she owns with her spouse.electedexecutive officers, including each NEO, is administered by the Compensation Committee. The Compensation Committee is composed of four independent directors —- Mr. Smith (Chairman), Mr. Klappa, Ms. Lione and Mr. Teske.paycompensation programs should be designed to attract and retain qualified executive officers, as well as motivate and reward performance.and in a manner that does not encourage excessive risk taking. To discourage excessive risk-taking,risk taking, the Compensation Committee conducts an annual risk assessment of our compensation plans and places great emphasis on equity-based incentive compensation and stock ownership by executive officers.data separately and on a combined basis, as well as total cash and long-term incentive compensation.2014,2016, the Compensation Committee considered the positive “say on pay” vote of our shareholders at our 20132015 Annual Meeting of Shareholders. As a result, and as we describe in this Compensation Discussion and Analysis, the Compensation Committee kept in place for fiscal year 20142016 most of the same executive compensation program components that it had disclosed to shareholders in the proxy statement for the 20132015 Annual Meeting of Shareholders.policies and procedures.philosophies. The following governance practices and standards were in effect during 2013:2015:20132015 compensation review. This consultant performed no consulting or other services for the company.officers and other employeesexecutive officers are prohibited from holding our common stock in a margin account or pledging our common stock as collateral for a loan.2013,2015, the Compensation Committee engaged Towers Watson & Co. (“Towers Watson”) as its independent executive compensation consultant. In December of 2015, Towers Watson became Willis Towers Watson PLC ("Willis Towers Watson"). The Compensation Committee generally engages an independent compensation consultant and has the authority to approve fees and other terms of the engagement. The consultant’s duties were to evaluate executive compensation, to discuss general compensation trends, to provide competitive market data and to assist our CEO in developing compensation recommendations to present to the committee for the executive officers other than himself. The compensation consultant provides the committee with advice, consultation and market information on a regular basis, as requested, throughout the year. The executive compensation consultant does not make specific recommendations on individual compensation amounts for the executive officers or the independent directors, nor does the consultant determine the amount or form of executive and director compensation. The Compensation Committee has assessed the independence of Willis Towers Watson pursuant to Securities and Exchange Commission rules and New York Stock Exchange Listing standards and affirmatively determined that Willis Towers Watson’sWatson's services have not raised any conflicts of interest. (there is a three-year growth in earnings per share for an older program), and restricted stock and option grants that increase in value with the stock price. These programs are further described under “Elements of Compensation” below.not only the annual adjustment to base salaries butfor all of our executive officers and also may impact payments made under the annual bonus plan.plan for all officers except the CEO. For the periods disclosed, the Compensation Committee determined that the performance of all executive officers was satisfactory. As such, annual base salary adjustments were made for each executive officer based on recommendations from the CEO (for all executive officers except the CEO) and the judgment of the Compensation Committee, although no significant adjustments were made to the payments made under the annual bonus plan.20132015 was consistent with our financial performance and the individual performance of each of the executive officers. Based on our analysis and the advice of Willis Towers Watson, we also believe that the compensation was reasonable in its totality and is consistent with our compensation philosophies as described above.market place,marketplace, as demonstrated by the competitive market data supplied by our independent executive compensation consultant, the base salaries and equity grants of the executive officers will vary, sometimes significantly. For example, consistent with the level of responsibility and the executive compensation practices of the companies in the market comparisons, Chief Executive Officers typically earn significantly more in base salary and equity grants than other executive officers.Chief Executive OfficerCEO serves in an advisory role to the Compensation Committee with respect to executive compensation for executive officers other than himself (the Chief Executive OfficerCEO does not participate in determining or recommending compensation for himself). His recommendations are given significant weight by the Compensation Committee, but the Compensation Committee remains responsible for all decisions on compensation levels for the executive officers and on our executive compensation policies and executive compensation programs. All decisions on executive compensation levels and programs are made by the Compensation Committee.officersofficers. The program involves base salaries, benefits, short-term annual cash incentive bonuses and a long-term incentive program using stock options, restricted stock and cash incentives.20132015 Willis Towers Watson Executive Compensation Database Survey and the 2013/20142015 Willis Towers Watson Executive Regression Database.Top Management Survey. This compensation data incorporates privately-held as well as publicly-held companies of similar size, and has a broad definition of similar business activity, thereby providing a more comprehensive basis for evaluating compensation relative to those companies that compete with us for executives. The data includes salaries, benefits, total cash compensation, long-term incentive compensation and total compensation.Towers Watson also developed a peer group of fourteen comparable publicly-held manufacturing companies that have similar business operations as ours. The Where appropriate, the data was size-adjusted using regression analysis based on revenues. Compensationfourteenfifteen companies was obtained from the proxy statements of the companies and compared to the compensation of our five highest paid executives. The companies in the peer group were A.O. Smith, CircorCIRCOR International, Colfax Corporation,CLARCOR, Inc., ESCO Technologies, Flow International, Franklin Electric Co., Fuel Systems Solutions, Gorman-Rupp, Itron, Inc., Lindsay Measurement Specialties,Corporation, MFRI, Mueller Water Products, Robbins & Myers (ceased trading in February 2013)Northwest Pipe Co., Rexnord Corporation, Sun Hydraulics Corp., and Watts Water Technologies. This was the same peer group used for the “Comparison of Cumulative Total Return” disclosure in our Annual Report on Form 10K for 2015. The Compensation Committee annually reviews and approves the appropriateness of the peer group.2224 years.7, 201313, 2014 for calendar year 2014,2015, by the Compensation Committee, ranged from 2.5%3.0% to 6.0%10.0%. The Chairman, President and Chief Executive Officer’s compensation increased 3.1%3.3%. The other NEOs received base salary increases of 3.5%3.0% for Mr. Johnson 6.0%and Mr. Gras, and 10.0% for Mr. Gomez and Ms. Stoll and 2.5% for Mr. Gras.Stoll. These increases were based primarily on our goal to keep base salaries at market, in order to maintain competitive salary levels, but they also reflect the positive impact each of our executive officers had on our financial and strategic results in 2013.Chairman, President and Chief Executive Officer is 90%CEO was 100% of his base salary and the target bonus for all other NEOs iswas 35% —- 55% of their base salary.salary for 2015. The targets set pursuant to the annual bonus plan arefor 2015 were comprised of two components —- a financial factor based on the attainment of a certain level of adjusted Earnings Before Interest and Taxes (EBIT)("EBIT") and individual performance.performance for all officers except the CEO.2013,2015, the target financial factor was based on achieving an increase in adjusted EBIT of 52%3% over the 20122014 adjusted EBIT, at which point the target annual bonus could be paid. Details of the annual bonus payout plan are as follows:20132015 was:28%0%, no annual bonus would be paid;28%0%, the annual bonus would be 50% of the target bonus;28%0% and 72%3%, the annual bonus would be pro-rated between 50% and 100% of the target bonus;“stretch”"stretch" bonus equal to 150% of the target amount,amount; and72%15%, the annual bonus would equal the stretch bonus of 150% of the target amount.hasadjusts EBIT results for pension settlement or curtailment charges, costs (other than internal labor) associated with actual or potential acquisitions, results of newly acquired entities for the discretion to adjust these EBIT factors based on unusual events,first twelve months after the effective date of acquisition and other non-operating items such as acquisitionssignificant gains or losses on discontinued operations.from the disposal or impairment of long-term assets. For 2013,2015, the Compensation Committee approved certain adjustments to EBIT (and the related bonus payments) for earnings from an acquired company, net of certain acquisition costs, for the acquisition costs incurred in 20132015 associated with both completed and uncompleted acquisition activities and for certain settlement charges associated with the defined-benefit pension plan. However, afterplan, such adjustments being consistent with past practices. After adjustment for these adjustments,factors, the targetadjusted EBIT for 2015 decreased 16.6% from the adjusted EBIT for 2014, resulting in no bonus level was not achieved and no bonuses were paid for 2013.mayexcept the CEO could also be adjusted up or down 10% at the discretion of the Compensation Committee. Further, the Compensation Committee has the authority to adjust the total amount of any annual bonus award on a discretionary basis.special performance bonuses. No such adjustments were made for 2013.2013,2015, long-term incentive compensation awards for the executive officers were comprised of 42%40% restricted stock awards, 29%30% stock option awards and 29%30% cash bonus. ThisFor 2016, the mix was changed to 30% restricted stock, 30% stock options and 40% cash bonus. The mix is intended to provide balance between performance-oriented long-term incentive vehicles (stock options and cash bonus) and retention-oriented long-term incentive vehicles (restricted stock). and the adjustment in 2016 is intended to shift the balance toward performance-oriented incentive vehicles. We believe that the granting of company stock options and the use of cash bonus tied to an extended performance period serves to encourage the executive officers to direct efforts that will ultimately align our executive compensation program with our shareholders’ interests over the long-term.long term. We believe that the granting of restricted stock serves to encourage our executive officers to direct their efforts to increase shareholder value.in 2013 was based primarily on our desire to ensure that executive compensation is tied to our performance, with an appropriate balance focused on our long-term versus short-term substantially the same for each of the NEOs. Furthermore, the individual performance of each NEO was considered as part of the overall evaluation process, with the Compensation Committee determining that the performance of each of the NEOs was satisfactory. As a result, in 20132015 the individual performance of any NEO did not result in any significant adjustments to the nature or amount of the long-term incentive compensation awarded to such NEO.Each executive officer is expected to hold common stock equal to at least two-times his or her annual base salary, exceptSee the CEO which is three-times his annual base salary. New executive officers are expected to achieve this level of stock ownership within a reasonable time, but in any event, within six years of becoming an officer. Each NEO met the targeted level of stock ownership during 2013.and restricted stock awards are granted atwith an exercise price equal to the marketclosing price of our common stock on the date of grant. As noted above, all such annual grants are priced at of the common stock on the date of grant.a potential cash bonuscash-based performance unit awards to all executive officers, including the NEOs. The individual Cash Bonus LTIP programs that include 2013 results are as follows:A Cash Bonus LTIPDuring 2015, there were cash-based performance unit awards outstanding based on three Relative Total Shareholder Return ("RTSR") goals for periods covering 2013-2015, 2014-2016 and 2015-2017. For the period 2016-2018, the Compensation Committee changed the cash-based performance unit awards to a new program was establisheddescribed below.20112013 to each of our executive officers for a three-year performance period (2011-2013). This program provided for the payment of a cash bonus if certain adjusted diluted earnings per share targets for the performance period were met. For the 2011-2013 period, no incentive would be paid if the combined adjusted diluted earnings per share was below $6.10, the target incentive would be paid if the combined adjusted diluted earnings per share equaled $6.72 and the stretch incentive would be paid if the combined adjusted diluted earnings per share reached or exceeded $7.51. The incentive payments would be prorated for any earnings per share amounts between these targets. For the 2011-2013 Cash Bonus LTIP program, which would have been paid out in February of 2014, the Compensation Committee approved certain adjustments to diluted earnings per share (and the related bonus payments) for certain gains on settlement of a lawsuit, net of legal expenses, earnings from acquired companies, net of certain acquisition costs, for acquisition costs incurred during the period for both completed and uncompleted acquisitions, for an impairment charge associated with an investment and for certain charges associated with the settlement and curtailment of a defined-benefit pension plan. After these adjustments, the adjusted 2011-2013 diluted earnings per share were below the threshold which resulted in no payout under this program.A Cash Bonus LTIP program was established in January of 2012 for a three-year performance period (2012-2014). This program provides for the payment of a cash bonus if certain adjusted diluted earnings per share targets for the performance period are met. For the 2012-2014 period, no incentive will be paid if the combined adjusted diluted earnings per share is below $5.39, the target incentive will be paid if the combined adjusted diluted earnings per share equals $6.65 and the stretch incentive will be paid if the combined adjusted diluted earnings per share reaches or exceeds $7.85. The incentive payments will be prorated for any earnings per share amounts between these targets.In January of 2013, the Compensation Committee adopted a new Relative Total Shareholder Return (“RTSR”) program to replace future Cash Bonus LTIP programs. The first RTSR program was established for athree-year performance period (2013-2015). Under this program, the Compensation Committee granted RTSR performance units to each of the executive officers including the NEOs. At the end of the three-year performance period in 2015, our total shareholder return, based on stock performance and reinvested dividends, will bewas compared to the total shareholder return of our 2013 peer group selected by Towers-Watson for compensation purposes.group. The executive officers will earnearned the performance units based on relative performance of our stock compared to the performance of the peer group. AtUnder the program, at the 35, 55 and 75 percentile relative performance levels, the executive officers would earn 50%, 100% and 200% of the target performance units, respectively. Units earned would be pro-rated for performance between these amounts and converted to cash based on the Company’s stock price.atwo new three-year performance period (2014-2016)periods (2014-2016 and 2015-2017 respectively). Except for the differences in performance periods, these programs operate in the same manner as the RTSR described above.thisthe new program, the Compensation Committee granted RTSR performance units to eachestablished three-year total operating income goals of $140.2 million, $169.2 million and $201.9 million for the threshold, target and maximum payout amounts for the period 2016-2018. At the threshold, target and maximum levels of operating income, the executive officers including the NEOs. At the end of the three-year performance period, our total shareholder return, based on stock performance and reinvested dividends, will be compared to the total shareholder return of our peer group, using the same fourteen companies selected by Towers-Watson for compensation purposes. The Compensation Committee annually reviews and approves the appropriateness of the peer group for this purpose. The executive officers will earn the performance units based on relative performance of our stock compared to the performance of the peer group. At the 35, 55 and 75 percentile relative performance levels, the executive officers would earn 50%, 100% and 200% of the target performance units, respectively. Units earned would becash payout for each officer, with the payouts pro-rated for performance between these amounts.Themay, at its discretion,will adjust thesethe targets for pension settlement or curtailment charges, costs (other than internal labor) associated with actual or potential acquisitions, results of newly acquired entities for the achieved earnings per share for unusual factors,first twelve months after the effective date of acquisition and other non-operating items such as acquisitions, impairments, pension curtailments/settlementssignificant gains or losses on discontinued operations.2013,2015, one NEO participates in the Salary Deferral Plan.Also, there isWe also maintain a nonqualified supplemental executive retirement plan designed to enhance the regular retirement programs. Currently, Messrs. Meeusen and Johnson are participants in this plan. The Compensation Committee believes that these supplemental retirement plans are appropriate to attract and retain qualified executives. For more information on these plans, see the discussion that follows the “Pension Benefits Table” below. It is anticipated that all 2013 Our compensation plans are designed generally to executive officers will be fully deductibleallow us to achieve tax deductibility of the compensation paid under the plans. This includes compliance with Section 162(m) of the Internal Revenue Code, and thereforewhich limits the Compensation Committee determined that a policy with respect to qualifyingamount of non-performance-based compensation paid to our NEOs (other than our CFO) that we may deduct for tax purposes to $1 million per year. The Compensation Committee generally intends to structure our compensation programs to preserve tax deductibility. The Committee believes, however, that shareholders’ interests are best served by not restricting its discretion and flexibility in structuring compensation programs, even though such programs may result in certain executive officersnon-deductible compensation expenses. In addition, because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and related regulations, and the fact that such regulations and interpretations may change from time to time (with potentially retroactive effect), there is no certainty that compensation intended by the Committee to satisfy the requirements for deductibility is not necessary.under Section 162(m) will be deductible. (except Mr. Gras who would receive similar benefits from the company under German law), whose expertise has been critical to our success, to remain with us in the event of any merger or transition period. The Compensation Committee has reviewed these agreements and determined that they are appropriate given competitive market practices. Each KEESA requires a “double-trigger,” providing for payments in the event there is a change-in-control and (1) the executive officer’s employment with us terminates (whether by us, the executive officer or otherwise) within 180 days prior to the change-in- controlchange-in-control and (2) it is reasonably demonstrated by the executive officer that (a) any such termination of employment by us (i) was at the request of a third party who has taken steps reasonably calculated to effect a change-in-control or (ii) otherwise arose in connection with or in anticipation of a change-in-control, or (b) any such termination of employment by the executive officer took place because of an event that allowed the termination for good reason, which event (i) occurred at the request of a third party who has taken steps reasonably calculated to effect a change-in-control or (ii) otherwise arose in connection with or in anticipation of a change-in-control. For more information regarding the KEESAs, see the discussion in “Potential Payments Upon Termination or Change-in-Control” below.program.program to determine whether our compensation policies and practices are reasonably likely to have a material adverse effect on the company. Based on this assessment, the Compensation Committee believes that our compensation program is balanced and does not motivate or encourage unnecessary or excessive risk taking because of, in part, the following:(1) the dollar value of base salary during the applicable fiscal year; (2) the aggregate grant date fair value of stock and option awards computed in accordance with FASB ASCFinancial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718; (3) the dollar value of annual incentive bonus earned; the dollar value of the cash component of the long term incentives earned and earnings for services pursuant to awards granted during the applicable fiscal yearsyear ended under non-equity incentive plans; (4)the RTSR program; the change in pension value and non-qualified compensation earnings during the applicable fiscal years; (5) all other compensation for the applicable fiscal years; and finally; (6) the dollar value of total compensation for the applicable fiscal years. The NEOs are our principal executive officer, principal financial officer and three most highly compensated executive officers employed as of December 31, 20132015 (each of whose total cash compensation exceeded $100,000 for fiscal year 2013)2015).20132015 (all amounts in $) Non-Equity
Incentive
Plan Compensation Change in
Pension
Value and
Non-Qualified
Deferred
Compensation
(5) All Other
Compensation
(7) Total Year Salary Stock
Awards
(1) Option
Awards
(2) Annual
Bonus
(3) LTIP
(4) 2013 587,100 366,724 231,205 — 62,952 125,841 44,798 1,418,620 2012 570,000 318,120 259,064 397,176 14,667 99,041 41,721 1,699,789 2011 555,000 208,563 129,542 — — 105,745 37,119 1,035,969 2013 315,000 102,580 64,071 — 19,350 56,710 34,227 591,938 2012 305,900 108,450 103,350 146,541 — 46,926 31,759 742,916 2011 297,000 73,180 48,700 — — 48,321 31,669 498,870 2013 175,100 46,161 28,842 — 9,030 7,240 27,245 293,618 2012 170,000 43,380 33,072 51,825 3,333 8,284 21,145 331,039 2011 160,700 36,590 20,020 — — 8,417 23,734 249,461 2013 322,781 38,468 24,022 25,416 6,450 113,977 19,181 550,295 2012 304,693 28,920 22,048 124,296 — 177,771 14,964 672,692 2011 323,330 21,954 11,688 25,460 — 175,288 15,642 573,362 2013 175,100 46,161 28,842 — 9,030 772 32,375 292,280 2012 165,000 43,380 33,072 50,300 3,333 879 26,388 322,352 2011 152,900 36,590 20,020 — — 895 26,764 237,169 Name & Principal Position Year Salary Richard A. Meeusen — 2015 625,000 371,973 278,991 — 562,380 171,611 47,558 2,057,513 Chairman, President & 2014 605,000 351,981 263,998 816,750 209,840 108,908 47,345 2,403,822 CEO 2013 587,100 366,724 231,205 — — 125,841 44,798 1,355,688 Richard E. Johnson — 2015 335,800 99,948 74,987 — 181,772 73,747 35,541 801,795 Sr. Vice President — Finance, 2014 326,025 97,957 73,487 268,971 64,500 53,977 34,523 919,440 CFO and Treasurer 2013 315,000 102,580 64,071 — — 56,710 34,227 572,588 Gregory M. Gomez — 2015 204,200 51,957 38,982 — 60,631 10,923 30,765 397,458 Vice President — 2014 185,606 41,966 31,491 127,443 30,100 7,921 26,754 451,281 Flow Instrumentation 2013 175,100 46,161 28,842 — — 7,240 27,245 284,588 Horst E. Gras — 2015 299,474 37,169 27,881 22,322 60,631 199,853 16,681 664,011 Vice President — 2014 329,624 35,986 26,999 185,746 21,500 143,987 19,261 763,103 2013 322,781 38,468 24,022 25,416 — 113,977 19,181 543,845 Kimberly K. Stoll — 2015 204,200 51,957 38,982 — 60,631 3,137 34,784 393,691 Vice President — 2014 185,606 41,966 31,491 112,443 30,100 841 30,202 432,649 Sales & Marketing 2013 175,100 46,161 28,842 — — 772 32,375 283,250 (1) These amounts reflect the grant date fair value of the stock awards made in May of each respective year. Beginning in 2013, the awards are now made on the first Friday of March. The fair value of these stock awards is determined based on the market price of the shares on the grant date.(2) These amounts reflect the grant date fair value of the option awards made in May of each respective year. Beginning in 2013, the awards are now made on the first Friday of March. The assumptions made in valuing the option awards are included under the caption “Stock Options” in Note 5 to the Consolidated Financial Statements in our 20132015 Annual Report on Form 10-K and such information is incorporated herein by reference.(3) “Non-Equity Incentive Plan Compensation —- Annual Bonus” amounts represent annual incentive bonuses earned during the year indicated but paid in February of the following year. For example, any bonus earned during 20122014 was paid in February of 20132015 under the bonus program described above in the “Compensation Discussion and Analysis.” For Mr. Gomez and Ms. Stoll, this also includes $30,000 and $15,000, respectively, of special performance bonuses paid in 2014.(4) — LTIP”- RTSR” represents the currentamount paid for the three-year plan ending in the year earningsshown under our LTIP,RTSR, as previously described. The current plans have total targets for three-year periods. No amounts are shown for2011 as the net expenses for eachwere paid in February of the NEOs was negative for thefollowing year, duesimilar to the 2011 results causing prior year expenses to be reversed under two of the three separate plans. No amounts are shown in 2012 for Messrs. Johnson and Gras for similar reasons.annual bonus.(5) “Change in Pension Value and Non-Qualified Deferred Compensation” includes the 20132015 aggregate increase in the actuarial present value of each NEO’s (except Mr. Gras) accumulated benefit under our defined benefit pension plans (with its cash balance feature) and supplemental pension plans, using the same assumptions and measurement dates used for financial reporting purposes with respect to our audited financial statements. The amounts also include $3,545$5,881 for Mr.(6) “All Other Compensation” for 2015 includes the following items: a. Contributions to the Badger Meter, Inc. Employee Savings and Stock Ownership Plan (ESSOP) for Messrs. Meeusen and Johnson and Ms. Stoll of $4,500 each and $3,771 for Mr. Gomez for the 401(k) feature of the Plan; and $16,278 each for Messrs. Meeusen, Johnson, Gomez and Ms. Stoll, for the defined contribution feature of the Plan. Mr. Gras does not participate in the ESSOP. b. Dividends on restricted stock of $16,173 for Mr. Meeusen, $4,576 for Mr. Johnson, representing earnings on deferred compensation in excess$2,073 for Mr. Gomez, $1,640 for Mr. Gras and $2,073 for Ms. Stoll.c. Vehicle usage of 120%$6,846 for Mr. Meeusen, $10,187 for Mr. Johnson, $8,643 for Mr. Gomez, $15,041for Mr. Gras and $11,933 for Ms. Stoll.d. Club dues for Mr. Meeusen of applicable federal long-term rates.$3,761.(6)(7) Mr. Gras, a German resident and citizen, is paid primarily in euros.Euros. The amounts shown reflect the U.S. dollar equivalent of that currency as of the dates paid.currency. Year-to-year comparisons are affected by changes in the exchange rate. Mr. Gras is not covered by the defined benefit pension plan. The company, through its European subsidiary, provides Mr. Gras with an insurance policy that provides benefits similar to those of the other NEOs covered by the cash balance plan. The amounts shown for Mr. Gras represent the translated value of the increaseschanges in policy value.pension liability for each period shown.(7)“All Other Compensation” for 2013 includes the following items:a.Contributions to the Badger Meter, Inc. Employee Savings and Stock Ownership Plan (ESSOP) for Messrs. Meeusen and Johnson of $4,375 each, $2,837 for Mr. Gomez and $3,945 for Ms. Stoll for the 401(k) feature of the Plan; and $15,699, $15,700, $13,735 and $13,628 for Messrs. Meeusen, Johnson, Gomez and Ms. Stoll, respectively, for the defined contribution feature of the Plan. Mr. Gras does not participate in the ESSOP.b.Dividends on restricted stock of $14,781 for Mr. Meeusen, $4,764 for Mr. Johnson, $2,119 for Mr. Gomez, $1,480 for Mr. Gras and $2,119 for Ms. Stoll.c.Vehicle usage or allowance of $5,991 for Mr. Meeusen, $9,388 for Mr. Johnson, $8,554 for Mr. Gomez, $17,701 for Mr. Gras and $12,683 for Ms. Stoll.d.Club dues for Mr. Meeusen of $3,952.incentive planplan-based awards that were granted to the NEOs during 2013,2015, including incentive plan awards (equity-based and non-equity based) and other plan-based awards. Disclosure on a separate line item is provided for each grant of an award made to an NEO during the year. Non-equity incentive plan awards are awards that are not subject to FASB ASC Topic 718 and are intended to serve as an incentive for performance to occur over a specified period. There are no equity incentive-based awards, which are equity awards subject to a performance condition or a market condition as those terms are defined by FASB ASC Topic 718.20132015 Grant
Date Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards All Other
Stock
Awards:
Number of
Restricted
Shares
(#) All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) Exercise
Price of
Option
Awards
($/share) Grant Date
Fair Value of
Stock and
Option Awards
($) Threshold
($) Target
($) Maximum
($) March 1, 2013 7,150 366,724 March 1, 2013 11,367 51.29 231,205 (1) Jan. 31, 2013 116,000 232,000 348,000 (2) Jan. 31, 2013 264,195 528,390 792,585 March 1, 2013 2,000 102,580 March 1, 2013 3,150 51.29 64,071 (1) Jan. 31, 2013 37,500 75,000 112,500 (2) Jan. 31, 2013 86,625 173,250 259,875 March 1, 2013 900 46,161 March 1, 2013 1,418 51.29 28,842 Jan. 31, 2013 12,500 25,000 37,500 Jan. 31, 2013 30,463 61,295 91,928 March 1, 2013 750 38,468 March 1, 2013 1,181 51.29 24,022 (1) Jan. 31, 2013 12,500 25,000 37,500 (2) Jan. 31, 2013 59,778 119,558 179,338 March 1, 2013 900 46,161 March 1, 2013 1,418 51.29 28,842 (1) Jan. 31, 2013 12,500 25,000 37,500 (2) Jan. 31, 2013 30,643 61,285 91,928 Name Richard A. Meeusen March 6, 2015 6,565 371,973 March 6, 2015 12,088 56.66 278,991 (1 ) Jan. 28, 2015 139,500 279,000 558,000 (2 ) Jan. 28, 2015 312,500 625,000 937,500 Richard E. Johnson March 6, 2015 1,764 99,948 March 6, 2015 3,249 56.66 74,987 (1 ) Jan. 28, 2015 37,500 75,000 150,000 (2 ) Jan. 28, 2015 92,345 184,690 277,035 Gregory M. Gomez March 6, 2015 917 51,957 March 6, 2015 1,689 56.66 38,982 (1 ) Jan. 28, 2015 25,500 51,000 102,000 (2 ) Jan. 28, 2015 40,840 81,680 122,520 Horst E. Gras March 6, 2015 656 37,169 March 6, 2015 1,208 56.66 27,881 (1 ) Jan. 28, 2015 13,950 27,900 55,800 (2 ) Jan. 28, 2015 61,174 122,347 183,521 Kimberly K. Stoll March 6, 2015 917 51,957 March 6, 2015 1,689 56.66 38,982 (1 ) Jan. 28, 2015 25,500 51,000 102,000 (2 ) Jan. 28, 2015 40,840 81,680 122,520 (1) These awards were granted in 20132015 under the three-year LTIPRTSR for potential payout in 2016.2018. See the discussion of the plan in “Compensation Discussion and Analysis —- Elements of Compensation” above.(2) These awards were granted in 20132015 under the annual bonus plan to be paid out in 2014.2016. The actual results in 20132015 resulted in no payouts. See the discussion of the plan in the “Compensation Discussion and Analysis —- Elements of Compensation” above.1, 20136, 2015 under the 2011 Omnibus Incentive Plan and are valued at the closing price of the common stock on that date ($51.2956.66 per share). The restricted stock vests 100% after three years from the date of grant. Dividends on the restricted shares are accrued during the vesting period and paid to the recipient upon full vesting of the shares.1, 2013.6, 2015. The assumptions made in valuing the option awards are included under the caption “Stock Options” in Note 5 to the Consolidated Financial Statements in our 20132015 Annual Report on Form 10-K and such information is incorporated herein by reference. All options were granted on March 1, 2013,6, 2015, with an exercise price set at the closing price of the common stock on that date ($51.2956.66 per share). All option awards vest at 20% per year over five years. The value of the options is $20.34$23.08 for the NEOs .NEOs. The overall average fair value of all options issued20132015 was $20.34,$23.08, only a portion of which we expensed in fiscal year 2013.2015. This value was computed in accordance with FASB ASC Topic 718 under the Black-Scholes option pricing model, using the following0.82%1.74%; dividend yield of 1.31%1.32%; expected market price volatility factor of 49.7%,49.5% and a weighted average expected life of 5.3 years. All option awards have a ten-year life from the date of grant. All unvested awards are forfeited on retirement or termination of employment for cause or otherwise. The awards are not subject to any performance-based or other material conditions.2013,2015, including the number of shares underlying both exercisable and unexercisable portions of each stock option award as well as the exercise price and expiration date of each outstanding option.20132015 Option Awards (1) Stock Awards (1) Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(2) Option
Exercise
Price
($) Option
Expiration
Date Number of
Shares of
Stock That
Have Not
Vested (#) (2) Market Value
of Shares of
Stock That
Have Not
Vested ($) 5,400 0 31.41 May 5, 2016 21,650 1,179,925 3,000 0 52.81 May 2, 2018 7,000 381,500 4,500 0 52.81 May 2, 2018 3,100 168,950 1,500 0 52.81 May 2, 2018 1,950 106,275 0 1,400 38.69 May 1, 2019 3,100 168,950 Name Option Awards (1) Stock Awards (1) Richard A. Meeusen 20,190 1,182,932 Richard E. Johnson 5,566 326,112 Gregory M. Gomez 2,589 151,690 Horst E. Gras 2,068 121,164 Kimberly K. Stoll 2,589 151,690 (1) There were no stock or option awards outstanding for any of the NEOs as of December 31, 20132015 that were related to equity incentive programs, the realization of which would depend on specific financial or performance outcomes.(2) Restricted stock awards generally vest 100% after three years from date of grant. All other stock options vest as follows: Grant Date Vesting Term Full Vesting May 2, 2013May 2, 200320% per yearMay 2, 2008May 9, 2015May 9, 200520% per yearMay 9, 2010 May 5, 2006 20% per year May 5, 2011 May 4, 2007 20% per year May 5,4, 2012 May 2, 2008 20% per year May 2, 2013 May 1, 2009 20% per year May 2,1, 2014 May 7, 2010 20% per year May 7, 2015 May 6, 2011 20% per year May 6, 2016 May 5, 2012 20% per year May 5, 2017 Mar.Mar 1, 2023 Mar.Mar 1, 2013 20% per year Mar.Mar 1, 2018 Mar 7, 2024 Mar 7, 2014 20% per year Mar 7, 2019 Mar 6, 2025 Mar 6, 2015 20% per year Mar 6, 2020 20132015 and its value on the date of vesting at a price of $45.04$63.01 per share.2013 Option Awards Stock Awards Number of Shares Acquired
on Exercise (#) Value Realized on
Exercise ($) Number of Shares Acquired
on Vesting Value Realized on
Vested Shares ($) 6,600 213,675 4,950 222,948 11,700 327,479 1,200 54,048 — — 600 27,024 3,680 47,725 600 27,024 7,600 68,537 600 27,024 Option Awards Stock Awards Richard A. Meeusen 5,400 155,032 8,800 554,488 Richard E. Johnson 21,817 496,983 3,000 189,030 Gregory M. Gomez — — 1,200 75,612 Horst E. Gras 3,014 47,465 800 50,408 Kimberly K. Stoll — — 1,200 75,612 —- Elements of Compensation” above.Pensioncompensation.compensation and the present value of the supplemental plans. Except for Mr. Gras, the valuation method and all material assumptions applied in quantifying the present value of the current accumulated benefit for each NEO are included under the caption “Employee Benefit Plans” in Note 7 to the Consolidated Financial Statements in our 20132015 Annual Report on Form 10-K, and such information is incorporated herein by reference. Through our subsidiary Badger Meter Europe, we provide Mr. Gras will receive a monthly annuity for life based on 1.25% of pensionable salary per year of service, to a maximum of 50% of salary. We calculate the liability for Mr. Gras using similar valuations that comply with an insurance policy that provides benefits similar to those of the other NEOs.U.S. generally accepted accounting principles. The table also shows the number of years of credited service under each such plan,plans, computed as of the same pension plan measurement date used in the company’s audited financial statements for the year ended December 31, 2013.2015. Note that benefits under thisthe U.S. defined benefit plan were frozen as of December 31, 2010 and replaced with a defined contribution2013 Number of Years
Credited Service Present Value of
Accumulated
Benefit ($) Payments
During 2013 ($) Qualified Pension Plan 15 262,508 — Non-qualified Unfunded
Supplemental Retirement Plan 18 394,525 — Non-qualified Unfunded
Executive Supplemental Plan N/A 372,136 — Qualified Pension Plan 10 160,637 — Non-qualified Unfunded
Supplemental Retirement Plan 13 110,224 — Non-qualified Unfunded
Executive Supplemental Plan N/A 213,855 — Qualified Pension Plan 24 185,795 — Non-qualified Unfunded
Supplemental Retirement Plan N/A — — Value of Insurance Policy
(translated from Euros) 21 897,868 — Qualified Pension Plan 2 19,776 — Non-qualified Unfunded
Supplemental Retirement Plan N/A — — Name Plan Name Richard A. Meeusen Qualified Pension Plan 15 286,051 — 20 533,195 — N/A 490,443 — Richard E. Johnson Qualified Pension Plan 10 175,046 — 15 148,835 — N/A 278,456 — Gregory M. Gomez Qualified Pension Plan 27 202,396 — 32 2,243 — Horst E. Gras 23 1,030,687 — Kimberly K. Stoll Qualified Pension Plan 2 21,542 — 7 2,212 — 20132015 for Messrs. Meeusen, Johnson, Gomez and Ms. Stoll were $15,699, $15,700, $13,735 and $13,628, respectively,$16,278 each, and are included in “Other“All Other Compensation” on the Summary Compensation Table for 2013.2015. Such amounts were credited to their accounts in early 2014.$255,000$265,000 in 2013,2015, and varying amounts for prior years. Any employee, includingpensionretirement benefits as if there were no compensation limit. These benefits are included in the table above.Planscontribute annually accrue 7.5% of each participant’s annual salary. Participants may elect a lump-sum payout or annual installments up to ten years. Interest is credited monthly on the beginning of the year balance at the prime rate of interest.Name Richard A. Meeusen — 46,875 13,962 — 490,443 Richard E. Johnson — 25,185 7,972 — 278,456 (1) Contributions shown in the above table are also included in the Summary Compensation Table along with the portion of the 2015 earnings shown in the above table that are considered above-market (as quantified in Note 5 in the Summary Compensation Table). defined contribution and other deferred compensation plans,plan, as well as each NEO’s withdrawals, earnings and fiscal-year endfiscal year-end balances in those plans.this plan. Messrs. Meeusen and Gomez and Ms. Stoll do not currently participate in any such plans.20132015 ($) Executive
Contributions in
2013(1)(2) Company
Contributions in
2013 Aggregate Earnings
in 2013(2) Aggregate
Withdrawals/
Distribution Aggregate Balance
at December 31,
2013 78,750 — 8,236 36,390 341,885 Name Richard E. Johnson 83,950 — 12,270 32,670 459,741 (1) All executive officers, except Mr. Gras, are eligible to participate in a Salary Deferral Plan. Under this plan, executive officers may elect to defer up to 50% of their annual base salary and up to 100% of their annual bonuses. Participants may elect to defer payment for a specified period of time or until retirement or separation from service. Participants may also elect a lump-sum payout or annual installments up to ten years. Interest is credited quarterly on the deferred balances at an annual interest rate equal to the sum of the five-year U.S. Treasury constant maturities rate of interest plus one and one-half percent. (2) Mr. Johnson’s contributions shown in the above table are also included in the Summary Compensation Table along with the portion of the 20132015 earnings shown in the above table that are considered above-market (as quantified in Note 5 to the Summary Compensation Table).(each referred to as a KEESA) with all executive officers (except Mr. Gras), whose expertise has been critical to our success, to remain with us in the event of any merger or transition period. Each KEESA provides for payments in the event there is a change-in-control and (1) the executive officer’s employment with us terminates (whether by us, the executive officer or otherwise) within 180 days prior to the change-in-control and (2) it is reasonably demonstrated by the executive officer that (a) any such termination of employment by us (i) was at the request of a third party who has taken steps reasonably calculated to effect a change-in- controlchange-in-control or (ii) otherwise arose in connection with or in anticipation of a change-in-control, or (b) any such termination of employment by the executive officer took place because of an event that allowed the termination for good reason, which event (i) occurred at the request of a third party who has taken steps reasonably calculated to effect a change-in-control or (ii) otherwise arose in connection with or in anticipation of a change-in-control.for athat, if excise taxes would be imposed because of the golden parachute excise tax gross-up payment toprovisions of Code Sections 280G and 4999, the executive ifofficer’s payments in connection with the change-in-control will be cut back to a level below the level that would trigger the imposition of the excise taxes. If, despite the application of this cut-back, a court or the Internal Revenue Service determines that any of the payments in connection with the change-in-control are subject to the 20% excise tax, then the agreements would require us to make the executive whole for any excise taxes, interest or penalties imposed byas a result, as well as for the Internal Revenue Service for “excess parachute payments.”30, 2013,31, 2015, the last business day of our prior fiscal year. WhilePotential payments for Mr. Gras does not have a KEESA, German law would provide him with similar benefits from the company, which are translated at the year-end exchange rate. In addition to the table below, any unvested stock options or unvested restricted stock, as shown on the above Outstanding Equity Awards table, would vest upon a change-in-control.20132015 ($) Salary and Bonus Retirement Benefits Medical
Dental
Life Other Total 3,170,340 237,366 58,285 21,000 3,486,991 976,500 83,897 37,036 21,000 1,118,433 472,770 18,389 35,745 21,000 547,904 971,210 227,954 37,036 21,000 1,257,200 472,770 18,389 51,202 21,000 563,361 Name Value of Unvested Options and Restricted Stock Welfare Benefits & Other Total Richard A. Meeusen 6,540,000 1,523,290 253,738 89,582 8,406,610 Richard E. Johnson 1,540,980 446,626 89,861 67,513 2,144,980 Gregory M. Gomez 911,760 196,271 22,235 66,473 1,196,739 Horst E. Gras 1,090,711 152,398 394,853 67,513 1,705,475 Kimberly K. Stoll 911,760 196,271 22,235 82,317 1,212,583 2013.Compensation Committee Steven J. Smith, Chairman Gale E. Klappa Gail A. Lione Todd J. TeskeCompensation Committee Steven J. Smith, Chairman Gale E. Klappa Gail A. Lione Todd J. Teske Directors .Directors. We believe that director compensation is comparable relative to the competitive market. Director compensation is determined by the Compensation Committee with approval by the full Board of Directors, and equity programs such as our Director Stock Grant Plans, are approved by shareholders.independent executive compensation consultant provides the Compensation Committee with a competitive compensation analysis of outsiderefers to independent director compensation programs relativestudies provided by the National Association of Corporate Directors to our industry for use in the Compensation Committee’s decision-making. Although the independent executive compensation consultant providesobtain relevant market data for consideration by the Compensation Committeeused in setting directordeveloping compensation levels and programs, the compensation consultant does not make specific recommendations on individual compensation amounts for the directors, nor does the consultant determine the amount or form of director compensation.recommendations. All decisions on director compensation levels and programs are made by the full Board of Directors based on the recommendations provided by the Compensation Committee.20132015 for all of our non-employee directors. Mr. Meeusen does not receive any additional compensation for his services as a director beyond the amounts previously disclosed in the Summary Compensation Table.20132015 Fees Earned or Paid
in Cash ($)(1) Stock Awards ($)(2) Total ($) 40,400 49,988 90,388 50,400 49,988 100,388 48,400 49,988 98,388 41,600 49,988 91,588 43,600 49,988 93,588 47,200 49,988 97,188 46,400 49,988 96,388 Name Stock Awards ($)(2) Total ($) Ronald H. Dix 48,200 49,988 98,188 Thomas J. Fischer 63,200 49,988 113,118 Gale E. Klappa 55,400 49,988 105,388 Gail A. Lione 56,800 49,988 106,788 Andrew J. Policano 52,200 49,988 102,188 Steven J. Smith 60,400 49,988 110,388 Todd J. Teske 55,400 49,988 105,388 (1) Fees.Fees. In 2013,2015, non-employee directors received a $28,000$30,800 annual retainer. Non-employee directors receive $2,500$3,000 for each Board of Directors meeting attended and $1,200 for each committee meeting attended. In addition, they are reimbursed for reasonable out-of-pocket travel, lodging and meal expenses. The chairman of the Audit Committee received an annual fee of $9,000. The chairman of the Governance Committee received $4,000. All other committee chairmenThe chairman of the Compensation Committee and the Lead Outside Director each received an annual fee of $2,000.$5,000.(2) Under the 2011 Omnibus Incentive Plan, eachEach director was awarded a grant of stock valued at $50,000. The amount was divided by $43.43,$64.17, the closing price of the stock on the date of grant, and rounded down to the nearest whole share amounting to 1,151779 shares of common stock on April 29, 2013.27, 2015. This column reflects the value of that award. As of December 31, 2013,2015, the directors had the following outstanding number of vested option awards: Mr. Dix (8,700(2,600 granted during his employment at the company), Mr. Fischer (0), Mr. Klappa (6,000),6,000, Ms. Lione (6,000),6,000, Mr. Policano (0), Mr. Smith (0), and Mr. Teske (6,000).6,000. There were no outstanding stock awards at December 31, 2013.2015.All non-employee directors also received an annual grant of stock equal to $50,000 in whole shares as determined by the closing market price for a share of common stock on the date of grant rounded down to the nearest whole share. one-timesfour-times their annual board compensationretainer in company stock within threefive years of first being elected to the board.Directors. Directors. Directors may elect to defer their compensation, in whole or in part, in a stock and/or cash account of the Badger Meter Deferred Compensation Plan for Directors.boardBoard of directorsDirectors and the Compensation Committee will review and consider the outcome of the advisory vote when making future compensation decisions for our executive officers. Shareholders are asked to vote on the following resolution:“FOR”20132015 regarding total shares subject to outstanding stock options, warrants and rights and total additional shares available for issuance under our existing equity compensation plans. Securities to be
Issued upon
Exercise of
Outstanding
Options, Warrants
and Rights (#) Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights ($) Securities
Remaining Available
for Future Issuance
under Equity
Compensation Plans
(Excluding
Securities Reflected
in Column 1)(#) 108,920 38.60 — 93,458 40.04 502,649 None N/A N/A 202,378 39.27 502,649 Plan Category Equity compensation plans approved by security holders STOCK OPTION PLANS* 59,280 41.68 — 2011 OMNIBUS INCENTIVE PLAN 125,526 46.11 409,251 Equity compensation plans not approved by security holders None N/A N/A Total 184,806 44.69 409,251 * Includes outstanding grants made under earlier Stock Option Plans. All securities available for future issuance from the earlier Plans were rolled into the 2011 Omnibus Incentive Plan. 2013.U.S. Securities and Exchange Commission rules currently in effect. The Board evaluates the independence of the directors on at least an annual basis. All four members of the Audit Committee have been determined by the Board to be financial experts as defined by Securities and Exchange Commission rules. The Audit Committee acts under a written charter available on the Company’scompany’s website at www.badgermeter.com.preparation of financial statements, for maintaining effective internal control over financial reporting, and for assessing the reporting process, including the systemseffectiveness of internal controls.control over financial reporting. Management represented to the Audit Committee that the financial statements were prepared in accordance with accounting principles generally accepted in the United States. In fulfilling its oversight responsibilities, the Audit Committee reviewed with management the audited financial statements as of and for the year ended December 31, 2013,2015, including discussion regarding the propriety of the application of accounting principles, the reasonableness of significant judgments and estimates used in the preparation of the financial statements, and the clarity of disclosures in the financial statements. The Audit Committee also reviewed and discussed the audited 20132015 financial statements, the results of management’s assessment of the effectiveness of the company’s internal controls over financial reporting and the independent auditor’s report of internal control over financial reporting with our independent auditors, Ernst & Young LLP (referred to as the Independent Auditor), who is responsible for expressing an opinion on the conformity of the audited financial statements with U.S. generally accepted accounting principles.20132015 with the company’s management and Ernst & Young LLP;20132015 for filing with the U.S. Securities and Exchange Commission.Audit and Compliance Committee Thomas J. Fischer, Chairman Gale E. Klappa Steven J. Smith Todd J. TeskeAudit and Compliance Committee Thomas J. Fischer, Chairman Gale E. Klappa Steven J. Smith Todd J. Teske isare as follows: 2013 2012 $ 592,900 $ 527,643 20,000 30,500 — — — — $ 612,900 $ 558,143 2015 2014 $ 795,500 $ 765,000 21,000 20,000 Tax Fees — — All other Fees — — Total Fees $ 816,500 $ 785,000 (1) Includes annual financial statement audit, review of our quarterly reports on Form 10-Q and statutory audits required internationally. (2) Represents accounting and advisory services related to technical accounting consultations, financial reporting, adoption of new and proposed accounting standards and audits of purchase accounting activities.consultations.20142016, the Audit Committee has reviewed all 20132015 audit services provided by Ernst & Young LLP to make sure they were compatible with maintaining the independence of Ernst & Young LLP. There were no additional non-audit services performed in 2013.2014,2016, as well as its internal control over financial reporting as of December 31, 2014,2016, and requests that the shareholders ratify such selection. If shareholders do not ratify the selection of Ernst & Young LLP, the Audit Committee will reconsider the selection.(PCAOB)("PCAOB") reports on Ernst & Young LLP and its peer firms;“FOR”20152017 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (referred to as Rule 14a-8), must forward the proposal to our Secretary by November 14, 2014.20152017 Annual Meeting of Shareholders (including nominating persons for election as directors) must comply with the requirements set forth in our Restated By-Laws. Among other things, to bring business before an annual meeting, a shareholder must give written notice thereof, complying with the Restated By-Laws, to our Secretary not less than 60 days and not more than 90 days prior to the second Saturday in the month of April (that is between January 11, 20158, 2017 and February 10, 2015)7, 2017), subject to certain exceptions if the annual meeting is advanced or delayed a certain number of days. If we do not receive the notice within that time frame, then the notice will be considered untimely and we will not be required to present such proposal at the 20152017 Annual Meeting of Shareholders. If the Board of Directors chooses to present such proposal at the 20152017 Annual Meeting, then the persons named in proxies solicited by the Board of Directors for the 20152017 Annual Meeting may exercise discretionary voting power with respect to such proposal.2013.2015. The information under the caption “Stock Options” in Note 5 to the Consolidated Financial Statements contained in the Annual Report on Form 10-K and the information under the caption “Employee Benefit Plans” in Note 7 to the Consolidated Financial Statement contained in the Annual Report on Form 10-K is incorporated by reference into this Proxy Statement. The Form 10-K is posted on our Web site at www.badgermeter.com. We will provide a copy of thisthe Annual Report on Form 10-K without exhibits to each person who is a record or beneficial holder of shares of common stock on the record date for the Annual Meeting. We will provide a copy of the exhibits to the Annual Report on Form 10-K without charge to each person who is a record or beneficial holder of shares of common stock on the record date for the Annual Meeting who submits a written request for it. Requests for copies of the Annual Report on Form 10-K should be addressed to Secretary, Badger Meter, Inc., 4545 West Brown Deer Road, P.O. Box 245036, Milwaukee, Wisconsin 53224-9536; (414) 355-0400.By Order of the Board of DirectorsWilliam R. A. Bergum,SecretaryMarch 14, 2014IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THESHAREHOLDER MEETING TO BE HELD ON APRIL 25, 2014The notice of annual meeting, proxy statement, form of proxy card and our annual report on Form 10-K areavailable athttp://www.astproxyportal.com/ast/12549/As an alternative to completing this form, you may enter your voting instructions by telephone at 1-800-PROXIES, or via the Internet atwww.voteproxy.com and follow the simple instructions. Use the Company Number and Account Number shown on your proxy card. If you vote your proxy by Internet or by telephone, please do not mail back the proxy card.PROXY2014 ANNUAL MEETING OF SHAREHOLDERSBADGER METER, INC.The undersigned hereby appoints Richard A. Meeusen, Richard E. Johnson and William R. A. Bergum, or any of them, as proxies for the undersigned at the Annual Meeting of Shareholders of Badger Meter, Inc. to be held at the Global Water Center, 247 West Freshwater Way, Milwaukee, Wisconsin 53204, on Friday, April 25, 2014, at 8:30 a.m., local time, to vote the shares of stock which the undersigned is entitled to vote at said Meeting or any adjournment or postponement thereof, hereby revoking any other Proxy executed by the undersigned for such Meeting. The undersigned acknowledges receipt of the Notice of Annual Meeting of Shareholders and the Proxy Statement.This Proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder.If no direction is made, the Proxy will be votedFOR each nominee identified in Proposal 1 andFOR Proposals 2 and 3.This Proxy is being solicited on behalf of the Board of Directors.COMPLETE AND SIGN BELOW. DETACH AND RETURN USING THE ENVELOPE PROVIDED.The Board of Directors recommends a voteFOR each nominee identified in Proposal 1 andFOR Proposals 2 and 3.BADGER METER, INC. 2014 ANNUAL MEETING1. ELECTION OF DIRECTORS:ONE-YEAR TERM:1 – Ronald H. Dix4 – Gail A. Lione7 – Steven J. Smith2 – Thomas J. Fischer5 – Richard A. Meeusen8 – Todd J. Teske3 – Gale E. Klappa6 – Andrew J. Policano¨ FOR ALL NOMINEES¨WITHHOLD AUTHORITYFOR ALL NOMINEES¨ FOR ALL EXCEPT (See instructions below) (INSTRUCTION: To withhold authority to vote for a nominee, write the nominee’s name in the space provided below.)2. ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.By Order of the Board of Directors ¨ FOR¨AGAINST¨ ABSTAIN3. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP as independent registered public accountants for 2014.William R. A. Bergum, ¨ FOR¨AGAINST¨ ABSTAINSecretary4. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting or any adjournment or postponement thereof.Dated , 2014Please sign exactly as your name appears on your stock certificate as shown directly to the left. Joint owners should each sign personally. A corporation should sign in full corporate name by duly authorized officers. When signing as attorney, executor, administrator, trustee or guardian, give full title as such.