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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Badger Meter Inc | NYSE:BMI | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
1.72 | 0.91% | 190.72 | 191.50 | 189.68 | 190.46 | 127,435 | 01:00:00 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under Rule 14a-12
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Badger Meter, Inc.
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(Name of registrant as specified in its charter)
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(Name of person(s) filing proxy statement, if other than the registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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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.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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By Order of the Board of Directors
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William R. A. Bergum,
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Secretary
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Name
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Age
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Business Experience During Last Five Years
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Director
Since
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Todd A. Adams
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47
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Rexnord (a producer of process and motion control components and water management products, headquartered in Milwaukee, Wisconsin): President and Chief Executive Officer since 2009 and also serves on its board of directors. Mr. Adams joined Rexnord in 2004; his prior roles at the company include President of the company’s Water Management platform, Senior Vice President & Chief Financial Officer, and Vice President - Controller & Treasurer. Prior to joining Rexnord, Mr. Adams held senior financial roles with The Boeing Company, APW Ltd., Applied Power and IDEX. Mr. Adams also serves on the board of Generac Holdings, headquartered in the metropolitan Milwaukee area. Mr. Adams’ public company leadership and complex manufacturing expertise as well as experience in water management solutions are an excellent combination of skills to provide advice and guidance for the company.
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2017
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Thomas J. Fischer
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70
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Mr. Fischer is a consultant in corporate financial and accounting matters and a retired Senior Regional Managing Partner of Arthur Andersen LLP. At Arthur Andersen he served principally international public manufacturing and distribution companies. Mr. Fischer is also a director of Regal-Beloit Corporation, headquartered in Beloit, Wisconsin and WEC Energy Group, headquartered in Milwaukee, Wisconsin. The Board benefits from Mr. Fischer’s expertise in the areas of financial, accounting and auditing matters, including financial reporting, corporate transactions and enterprise risk management.
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2003
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Name
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Age
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Business Experience During Last Five Years
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Director
Since
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Gale E. Klappa
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67
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WEC Energy Group (one of the nation’s largest electric and natural gas delivery companies, headquartered in Milwaukee, Wisconsin): Chairman and Chief Executive Officer from 2004 to May 2016 and October 2017 to present; Non-Executive Chairman from May 2016 to October 2017; President from 2003 to August 2013. Mr. Klappa’s service as WEC’s CEO from October 2017 to the present was at the request of the WEC board in order to provide continuity while Mr. Klappa’s successor recovers from a stroke that he suffered in October 2017. Mr. Klappa is a director of WEC Energy Group and its wholly owned subsidiary, Wisconsin Electric Power Company, and Associated Banc-Corp., headquartered in Green Bay, Wisconsin. Mr. Klappa has significant experience as the Chief Executive Officer of a major 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.
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2010
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Gail A. Lione
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68
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Dentons (a global law firm): Senior Counsel. Georgetown University School of Law: Adjunct Professor of Intellectual Property Law. Former Adjunct Professor of Intellectual Property Law at Marquette University School of Law. The Harley-Davidson Foundation: Retired President. HarleyDavidson, 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 headquartered in Plymouth, Wisconsin, where she serves on the compensation committee. Ms. Lione is a Senior Fellow of the Governance Center of the Conference Board. 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.
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2012
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Richard A. Meeusen
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63
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Badger Meter, Inc.: Chairman, President and Chief Executive Officer. Mr. Meeusen is a director of Menasha Corporation, a privately-held company headquartered in Neenah, Wisconsin and Serigraph Inc., a privately-held company headquartered in West Bend, Wisconsin. Mr. Meeusen has significant experience in managing Badger Meter which enables him to provide the board with valuable insights and advice.
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2001
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James F. Stern
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55
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A.O. Smith Corporation (a manufacturer of water heating equipment and water treatment and air purification products, headquartered in Milwaukee, Wisconsin): Executive Vice President, General Counsel and Secretary. Mr. Stern has more than 25 years of experience in management, corporate governance and mergers & acquisitions. Mr. Stern joined A.O. Smith in 2007, and in addition to his legal and corporate development involvement, he has for the past several years chaired the company’s global water treatment steering committee, focusing on strategy, expansion and alignment of the company’s water treatment businesses. Prior to joining A.O. Smith, Mr. Stern was a partner in the transactional & securities practice group of Foley & Lardner LLP in Milwaukee, Wisconsin. Mr. Stern's legal, international and water background provides valuable advice and insights for the company.
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2016
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Name
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Age
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Business Experience During Last Five Years
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Director
Since
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Glen E. Tellock
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57
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Lakeside Foods (a premier private brand supplier of high quality canned and frozen vegetables, headquartered in Manitowoc, Wisconsin): President and Chief Executive Officer since May 2016. Prior to that, Mr. Tellock served The Manitowoc Company, Inc. from 1991 to 2015, holding various leadership positions with the company, including Chief Financial Officer, until his appointment as President and Chief Executive Officer in 2007 and Chairman, President and Chief Executive Officer in 2009. Prior to The Manitowoc Company, Inc., Mr. Tellock held roles at The Denver Post Corporation and Ernst & Whinney. Mr. Tellock currently serves on the board of Astec Industries, Inc. Mr. Tellock’s past experience in running a public manufacturing company and current experience in running Lakeside Foods enables him to provide valuable insights to the company.
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2017
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Todd J. Teske
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53
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Briggs & Stratton Corporation (a producer of gasoline engines and outdoor power products, headquartered in Wauwatosa, Wisconsin [metropolitan Milwaukee area]): 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.
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2009
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BOARD COMMITTEES
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Independent Director
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Audit and
Compliance
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Compensation
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Corporate
Governance
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Todd A. Adams
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X
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Thomas J. Fischer
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X*
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X
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Gale E. Klappa
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X*
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X
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Gail A. Lione
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X
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X
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Andrew J. Policano
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X*
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James F. Stern
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X
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X
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Glen E. Tellock
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X
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Todd J. Teske
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X
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X
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*
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Chairman of the Committee
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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.
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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.
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The following minimum qualifications must be met by each director nominee:
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Each director must display the highest personal and professional ethics, integrity and values.
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Each director must have the ability to exercise sound business judgment.
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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.
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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.
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Each director must be able to represent all shareholders of the Company and be committed to enhancing long-term shareholder value.
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The majority of the directors must be independent, as defined herein and according to applicable rules of the Securities and Exchange Commission and the listing standards of the New York Stock Exchange.
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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.
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At least one director should have the requisite experience and expertise to be designated as an “audit committee financial expert” as defined by applicable rules of the Securities and Exchange Commission.
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The Board believes that maintaining a diverse membership with varying backgrounds, skills, expertise and other differentiating personal characteristics promotes inclusiveness, enhances the Board's deliberations and enables the Board to better represent all of the Company's constituents. Accordingly, the Board is committed to seeking out highly qualified women and minority candidates as well as candidates with diverse backgrounds, skills and experiences as part of each Board search the Company undertakes.
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No candidate, including current directors, may stand for reelection after reaching the age of 72.
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There are no differences in the manner in which the Governance Committee evaluates candidates recommended by shareholders and candidates identified from other sources.
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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.
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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 90 days prior to the second Saturday in the month of April or as otherwise stated in the Company's Proxy Statement.
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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
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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.
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Name
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Aggregate Number of
Shares and Percent of
Common Stock
Beneficially Owned
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BlackRock, Inc.
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3,679,398
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(1)
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55 East 52
nd
Street
New York, NY 10055
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12.60
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%
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The Vanguard Group, Inc.
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2,937,748
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(2)
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100 Vanguard Boulevard
Malvern, PA 19355
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10.09
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%
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Mairs and Power, Inc.
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1,844,023
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(3)
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332 Minnesota Street W-1520
First National Bank Building
St. Paul, MN 55101
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6.30
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%
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Kayne Anderson Rudnick Investment Management, LLC
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1,802,221
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(4)
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1800 Avenue of the Stars
2nd Floor
Los Angeles, CA 90067
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6.19
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%
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(1)
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Share information and percentage owned is based on a Schedule 13G filed with the Securities and Exchange Commission by BlackRock, Inc. on January 19, 2018. The Schedule 13G indicates that BlackRock, Inc. has sole voting power over 3,614,322 shares and sole dispositive power over 3,679,398 shares.
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(2)
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Share information and percentage owned is based on a Schedule 13G filed with the Securities and Exchange Commission by The Vanguard Group, Inc. on January 10, 2018. The Schedule 13G indicates that The Vanguard Group, Inc has sole voting power over 55,282 shares, shared voting power over 5,856 shares, sole dispositive power over 2,878,996 shares and shared dispositive power over 58,752 shares.
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(3)
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Share information and percentage owned is based on a Schedule 13G filed with the Securities and Exchange Commission by Mairs and Power, Inc. on February 14, 2018. The Schedule 13G indicates that Mairs and Power, Inc. has sole voting power over 1,408,974 shares and sole dispositive power over 1,844,023 shares.
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(4)
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Share information and percentage owned is based on a Schedule 13G filed with the Securities and Exchange Commission by Kayne Anderson Rudnick Investment Management, LLC on February 13, 2018. The Schedule 13G indicates that Kayne Anderson Rudnick Investment Management, LLC has sole voting power over 1,405,321 shares, shared voting power over 396,900 shares, sole dispositive power over 1,405,321 shares and shared dispositive power over 396,900 shares.
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Name
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Aggregate
Number of
Shares
and Percent of
Common Stock
Beneficially
Owned(1)
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Todd A. Adams
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0
*
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(2)
|
Thomas J. Fischer
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27,213
*
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(3)
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Gale E. Klappa
|
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15,723
*
|
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Gail A. Lione
|
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25,287
*
|
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Richard A. Meeusen
|
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274,732
*
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|
(4)
|
Andrew J. Policano
|
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24,561
*
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(5)
|
James F. Stern
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1,377
*
|
|
|
Glen E. Tellock
|
|
1,377
*
|
|
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Todd J. Teske
|
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27,723
*
|
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Kenneth C. Bockhorst
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13,579
*
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(6)
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Horst E. Gras
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13,848
*
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(7)
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Richard E. Johnson
|
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132,393
*
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(8)
|
Kimberly K. Stoll
|
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27,636
*
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(9)
|
All Directors and Executive Officers as a Group (19 persons, including those named above)
|
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809,116
2.8%
|
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(10)
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*
|
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, 2018.
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(2)
|
Does not include deferred director fee holdings of 2,867 phantom stock units held by Mr. Adams 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.
|
(3)
|
Thomas J. Fischer shares voting power with his spouse over the reported shares.
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(4)
|
Richard A. Meeusen has sole investment and voting power over 83,562 shares he holds directly, 8,492 shares in our Employee Savings and Stock Ownership Plan, 153,070 shares subject to stock options that are currently exercisable or were exercisable within 60 days of February 28, 2018 and 29,608 shares of restricted stock.
|
(5)
|
Does not include deferred director fee holdings of 1,096 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)
|
Mr. Bockhorst's shares consist of shares of restricted stock.
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(7)
|
Horst E. Gras has sole investment and voting power over 8,661 shares he holds directly, 2,250 shares subject to stock options that are currently exercisable or were exercisable within 60 days of February 28, 2018 and 2,937 shares of restricted stock.
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(8)
|
Richard E. Johnson holds 5,048 shares in our Employee Savings and Stock Ownership Plan, 22,889 shares subject to stock options that are currently exercisable or were exercisable within 60 days of February 28, 2018 and 7,856 shares of restricted stock. He has shared investment and voting power over 96,600 shares he owns with his spouse.
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(9)
|
Kimberly K. Stoll has sole investment and voting power over 6,069 shares she holds directly in an IRA, 4,970 shares in our Employee Savings and Stock Ownership Plan, 10,923 shares subject to stock options that are currently exercisable or were exercisable within 60 days of February 28, 2018 and 4,043 shares of restricted stock. She has shared investment and voting power over 1,631 shares she owns with her spouse.
|
(10)
|
For the group, the percentage was calculated by including all shares that the members have the right to acquire within 60 days of February 28, 2018 in both the numerator and denominator.
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•
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Mr. Richard A. Meeusen, Chairman, President and Chief Executive Officer;
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•
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Mr. Richard E. Johnson, Senior Vice President - Finance, Chief Financial Officer, and Treasurer;
|
•
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Mr. Kenneth C. Bockhorst, Senior Vice President and Chief Operating Officer;
|
•
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Mr. Horst E. Gras, Vice President - International Operations; and
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•
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Kimberly K. Stoll, Vice President - Sales & Marketing.
|
•
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Executive compensation programs should be designed to attract and retain qualified executive officers, as well as motivate and reward performance.
|
•
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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.
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•
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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.
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•
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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.
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•
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Compensation policies should be structured to align the interests of management with the interests of shareholders, in a manner that does not encourage excessive risk taking. To discourage excessive 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.
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•
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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 separately and on a combined basis, as well as total cash and long-term incentive compensation.
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•
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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.
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•
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The recommendations of the Chairman, President and Chief Executive Officer (“CEO”) with regard to the other executive officers.
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•
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The Compensation Committee is comprised solely of independent directors.
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•
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The Compensation Committee engaged its own compensation consultant to assist with its 2017 compensation review. This consultant performed no consulting or other services for the company.
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•
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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.
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•
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Our directors and executive officers are prohibited from holding our common stock in a margin account or pledging our common stock as collateral for a loan.
|
•
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Our directors and executive officers are prohibited from engaging in short sales of our common stock.
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•
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The Compensation Committee annually assesses the risk within the executive compensation program.
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•
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All executive officers are expected to hold company stock at least equal to two-times their annual base salaries.
|
•
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The Company has a Compensation Recoupment Policy (commonly referred to as a “clawback policy”). The clawback policy is designed to ensure that incentive-based compensation is paid to executive officers based on accurate financial statements and ethical and legal conduct. In the event that we are required to prepare an accounting restatement due to the material noncompliance with accounting rules, or we determine that an executive officer engaged in illegal or fraudulent conduct or materially breached the Company’s Code of Business Conduct, the result of which is adverse to the Company, whether financial or reputational harm, the policy requires the recoupment of certain incentive-based compensation that was granted to current or former executive officers of the company who received incentive-based compensation at any time after the effective date of policy and during the three-year period preceding the date on which we are required to prepare the accounting restatement, or, respectively, the date on which we determined the conduct occurred that caused the Company the aforementioned harm. When final rules are adopted by the Securities and Exchange Commission regarding any additional clawback requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we intend to review our policy and amend it to comply with the new rules.
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•
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below 0%, no annual bonus would be paid;
|
•
|
at 0%, the annual bonus would be 50% of the target bonus;
|
•
|
between 0% and 8.3%, the annual bonus would be pro-rated between 50% and 100% of the target bonus;
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•
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between 8.3% and 14.2%, the annual bonus would be pro-rated between 100% and a "stretch" bonus equal to 150% of the target amount; and
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•
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above 14.2%, the annual bonus would equal the stretch bonus of 150% of the target amount.
|
•
|
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.
|
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|
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|
|
|
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|
Non-Equity
Incentive
Plan Compensation
|
|
Change in
Pension
Value and
Non-Qualified
Deferred
Compensation
(5) (7)
|
|
All Other
Compensation
(6)
|
|
Total
|
||||||||||
Name & Principal Position
|
|
Year
|
|
Salary
|
|
Stock
Awards
(1)
|
|
Option
Awards
(2)
|
|
Annual
Bonus
(3)
|
|
LTIP CASH
(4)
|
|
|||||||||||||
Richard A. Meeusen —
|
|
2017
|
|
663,000
|
|
|
293,131
|
|
|
292,489
|
|
|
821,987
|
|
|
914,580
|
|
|
194,911
|
|
|
57,832
|
|
|
3,237,930
|
|
Chairman, President &
|
|
2016
|
|
643,750
|
|
|
286,613
|
|
|
280,536
|
|
|
845,759
|
|
|
678,844
|
|
|
140,771
|
|
|
57,743
|
|
|
2,934,016
|
|
CEO
|
|
2015
|
|
625,000
|
|
|
371,973
|
|
|
278,991
|
|
|
—
|
|
|
562,380
|
|
|
171,611
|
|
|
47,558
|
|
|
2,057,513
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Richard E. Johnson —
|
|
2017
|
|
356,300
|
|
|
75,160
|
|
|
74,992
|
|
|
242,957
|
|
|
249,488
|
|
|
81,076
|
|
|
38,937
|
|
|
1,118,910
|
|
Sr. Vice President — Finance,
|
|
2016
|
|
345,900
|
|
|
76,987
|
|
|
75,396
|
|
|
249,944
|
|
|
186,317
|
|
|
66,437
|
|
|
39,885
|
|
|
1,040,866
|
|
CFO and Treasurer
|
|
2015
|
|
335,800
|
|
|
99,948
|
|
|
74,987
|
|
|
—
|
|
|
181,772
|
|
|
73,747
|
|
|
35,541
|
|
|
801,795
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Kenneth C. Bockhorst —
|
|
2017
|
|
110,417
|
|
|
700,000
|
|
|
—
|
|
|
96,289
|
|
|
—
|
|
|
—
|
|
|
2,140
|
|
|
908,846
|
|
Sr. Vice President — Chief
|
|
2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Operating Officer
|
|
2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Horst E. Gras —
|
|
2017
|
|
331,527
|
|
|
28,540
|
|
|
28,487
|
|
|
151,816
|
|
|
93,147
|
|
|
207,282
|
|
|
24,741
|
|
|
865,540
|
|
Vice President —
|
|
2016
|
|
313,644
|
|
|
28,607
|
|
|
28,029
|
|
|
137,318
|
|
|
68,756
|
|
|
45,130
|
|
|
24,179
|
|
|
645,663
|
|
Intl. Operations
(7)
|
|
2015
|
|
299,474
|
|
|
37,169
|
|
|
27,881
|
|
|
22,322
|
|
|
60,631
|
|
|
199,853
|
|
|
16,681
|
|
|
664,011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Kimberly K. Stoll —
|
|
2017
|
|
231,300
|
|
|
37,580
|
|
|
37,489
|
|
|
114,706
|
|
|
128,889
|
|
|
14,831
|
|
|
37,573
|
|
|
602,368
|
|
Vice President —
|
|
2016
|
|
224,600
|
|
|
40,023
|
|
|
39,192
|
|
|
118,032
|
|
|
86,755
|
|
|
1,270
|
|
|
33,910
|
|
|
543,782
|
|
Sales & Marketing
|
|
2015
|
|
204,200
|
|
|
51,957
|
|
|
38,982
|
|
|
—
|
|
|
60,631
|
|
|
3,137
|
|
|
34,784
|
|
|
393,691
|
|
(1)
|
For all NEO's, these amounts reflect the grant date fair value of the restricted stock awards made in each respective year, which is determined based on the market price of the shares on the grant date. More details regarding the assumptions made in valuing these awards can be found under the caption “Restricted Stock” in Note 5 to the Consolidated Financial Statements in our 2017 Annual Report on Form 10-K. Except for Mr. Bockhorst, these awards were made on the first Friday of March. In connection with his appointment as Sr. Vice President
—
Chief Operating Officer on October 11, 2017, Mr. Bockhorst received a one-time equity grant of $700,000 in the form of restricted stock, which will vest ratably over a five-year period.
|
(2)
|
These amounts reflect the grant date fair value of the option awards made in each respective year. The strike price is the closing price of our common stock on the NYSE on the first Friday of March of each year. 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 2017 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 2017 was paid in February of 2018 under the bonus program described above in the “Compensation Discussion and Analysis”.
|
(4)
|
“Non-Equity Incentive Plan Compensation - LTIP Cash” represents the amount earned for the three-year plan ending in the year shown under our the LTIP plans, as previously described in the “Compensation Discussion and Analysis”. At the
|
(5)
|
“Change in Pension Value and Non-Qualified Deferred Compensation” includes the 2017 aggregate increase in the actuarial present value of each NEO’s (except Mr. Gras) accumulated benefit under our frozen defined benefit pension plan 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 $7,672 for Mr. Meeusen and $9,578 for Mr. Johnson, representing earnings on deferred compensation and/or earnings on the non-qualified unfunded executive supplemental plan in excess of 120% of applicable federal long-term rates.
|
(6)
|
“All Other Compensation” for 2017 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 $16,434 each for Mr. Johnson and Ms. Stoll, and $16,431 for Mr. Meeusen, for the defined contribution feature of the Plan. Mr. Gras does not participate in the ESSOP, and Mr. Bockhorst was not eligible to participate in 2017.
|
b.
|
Dividends on restricted stock of $25,886 for Mr. Meeusen, $6,918 for Mr. Johnson, $1,765 for Mr. Bockhorst, $2,578 for Mr. Gras and $3,581 for Ms. Stoll.
|
c.
|
Vehicle usage of $6,853 for Mr. Meeusen, $11,085 for Mr. Johnson, $375 for Mr. Bockhorst, $22,162 for Mr. Gras and $13,058 for Ms. Stoll.
|
d.
|
Club dues for Mr. Meeusen of $4,162.
|
(7)
|
Mr. Gras, a German resident and citizen, is paid primarily in Euros. The amounts shown reflect the U.S. dollar equivalent of that currency. Year-to-year comparisons are affected by changes in the exchange rate. Mr. Gras is not covered by the defined benefit pension plan. The company, through its European subsidiary, provides benefits similar to those of the other NEOs. The amounts shown for Mr. Gras represent the translated value of the changes in pension liability for each period shown.
|
Name
|
|
Grant
Date
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards
|
|
All Other
Stock
Awards:
Number
of
Restricted
Shares
(#)
|
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
|
|
Exercise
Price of
Option
Awards
($/share)
|
|
Grant Date
Fair Value of
Stock and
Option
Awards
($)
|
||||||||||||
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
|||||||||||||||||||
Richard A. Meeusen
|
|
March 3, 2017
|
|
|
|
|
|
|
|
8,042
|
|
|
|
|
|
|
293,131
|
|
||||||
|
|
March 3, 2017
|
|
|
|
|
|
|
|
|
|
20,340
|
|
|
36.450
|
|
|
292,489
|
|
|||||
(1
|
)
|
|
Jan. 31, 2017
|
|
195,000
|
|
|
390,000
|
|
|
780,000
|
|
|
|
|
|
|
|
|
|
||||
(2
|
)
|
|
Jan. 31, 2017
|
|
331,500
|
|
|
663,000
|
|
|
994,500
|
|
|
|
|
|
|
|
|
|
||||
Richard E. Johnson
|
|
March 3, 2017
|
|
|
|
|
|
|
|
2,062
|
|
|
|
|
|
|
75,160
|
|
||||||
|
|
March 3, 2017
|
|
|
|
|
|
|
|
|
|
5,215
|
|
|
36.450
|
|
|
74,992
|
|
|||||
(1
|
)
|
|
Jan. 31, 2017
|
|
50,000
|
|
|
100,000
|
|
|
200,000
|
|
|
|
|
|
|
|
|
|
||||
(2
|
)
|
|
Jan. 31, 2017
|
|
97,983
|
|
|
195,965
|
|
|
293,948
|
|
|
|
|
|
|
|
|
|
||||
Kenneth C. Bockhorst
|
|
Oct. 11, 2017
|
|
|
|
|
|
|
|
13,579
|
|
|
|
|
|
|
700,000
|
|
||||||
(2
|
)
|
|
Jan. 31, 2017
|
|
38,833
|
|
|
77,665
|
|
|
116,498
|
|
|
|
|
|
|
|
|
|
||||
Horst E. Gras
|
|
March 3, 2017
|
|
|
|
|
|
|
|
783
|
|
|
|
|
|
|
28,540
|
|
||||||
|
|
March 3, 2017
|
|
|
|
|
|
|
|
|
|
1,981
|
|
|
36.450
|
|
|
28,487
|
|
|||||
(1
|
)
|
|
Jan. 31, 2017
|
|
19,000
|
|
|
38,000
|
|
|
76,000
|
|
|
|
|
|
|
|
|
|
||||
(2
|
)
|
|
Jan. 31, 2017
|
|
61,736
|
|
|
123,472
|
|
|
185,208
|
|
|
|
|
|
|
|
|
|
||||
Kimberly K. Stoll
|
|
March 3, 2017
|
|
|
|
|
|
|
|
1,031
|
|
|
|
|
|
|
37,580
|
|
||||||
|
|
March 3, 2017
|
|
|
|
|
|
|
|
|
|
2,607
|
|
|
36.450
|
|
|
37,489
|
|
|||||
(1
|
)
|
|
Jan. 31, 2017
|
|
25,000
|
|
|
50,000
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
||||
(2
|
)
|
|
Jan. 31, 2017
|
|
46,260
|
|
|
92,520
|
|
|
138,780
|
|
|
|
|
|
|
|
|
|
(1)
|
These awards were granted in 2017 under the three-year LTIP for potential payout in 2020. See the discussion of the plan in “Compensation Discussion and Analysis - Elements of Compensation” above.
|
(2)
|
These awards were granted in 2017 under the annual bonus plan to be paid out in 2018. The actual results in 2017 resulted in payouts which are discussed in the “Compensation Discussion and Analysis - Elements of Compensation” above.
|
Name
|
|
Option Awards (1)
|
|
Stock Awards (1)
|
||||||||||
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(2)
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number of
Shares of
Stock That
Have Not
Vested (#) (2)
|
|
Market Value
of Shares of
Stock That
Have Not
Vested ($)
|
||||
Richard A. Meeusen
|
|
20,400
26,600
37,600
18,187
14,174
9,670
4,132
0
|
|
0
0
0
4,547
9,450
14,506
16,526
20,340
|
|
19.205
18.295
18.075
25.645
27.180
28.330
33.975
36.450
|
|
May 7, 2020
May 6, 2021
May 4, 2022
Mar. 1, 2023
Mar. 7, 2024
Mar. 6, 2025
Mar. 4, 2026
Mar. 3, 2027
|
|
29,608
|
|
|
1,415,262
|
|
Richard E. Johnson
|
|
2,000
6,000
2,520
2,632
2,599
1,110
0
|
|
0
0
1,260
2,630
3,899
4,442
5,215
|
|
18.295
18.075
25.645
27.180
28.330
33.975
36.450
|
|
May 6, 2021
May 4, 2022
Mar. 1, 2023
Mar. 7, 2024
Mar. 6, 2025
Mar. 4, 2026
Mar. 3, 2027
|
|
7,856
|
|
|
375,517
|
|
Kenneth C. Bockhorst
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
13,579
|
|
|
649,076
|
|
Horst E. Gras
|
|
1
1
0
1
0
|
|
472
966
1,450
1,651
1,981
|
|
25.645
27.180
28.330
33.975
36.450
|
|
Mar. 1, 2023
Mar. 7, 2024
Mar. 6, 2025
Mar. 4. 2026
Mar. 3, 2027
|
|
2,937
|
|
|
140,389
|
|
Kimberly K. Stoll
|
|
2,130
2,269
1,691
1,351
577
0
|
|
0
567
1,127
2,027
2,309
2,607
|
|
18.075
25.645
27.180
28.330
33.975
36.450
|
|
May 4, 2022
Mar. 1, 2023
Mar. 7, 2024
Mar. 6, 2025
Mar. 4, 2026
Mar. 3. 2027
|
|
4,043
|
|
|
193,255
|
|
(1)
|
There were no option awards outstanding for any of the NEOs as of December 31, 2017 that were related to equity incentive programs, the realization of which would depend on specific financial or performance outcomes.
|
(2)
|
Restricted stock awards vest 100% after three years from date of grant, with the exception of a one-time restricted stock grant to Mr. Bockhorst on October 11, 2017 in the amount of $700,000, which will vest ratably over a five-year period.
|
(3)
|
All other stock options vest as follows:
|
Expiration Date
|
|
Grant Date
|
|
Vesting Term
|
|
Full Vesting
|
|
May 2, 2018
|
|
May 2, 2008
|
|
20% per year
|
|
May 2, 2013
|
|
May 1, 2019
|
|
May 1, 2009
|
|
20% per year
|
|
May 1, 2014
|
|
May 7, 2020
|
|
May 7, 2010
|
|
20% per year
|
|
May 7, 2015
|
|
May 6, 2021
|
|
May 6, 2011
|
|
20% per year
|
|
May 6, 2016
|
|
May 4, 2022
|
|
May 4, 2012
|
|
20% per year
|
|
May 4, 2017
|
|
Mar 1, 2023
|
|
Mar 1, 2013
|
|
20% per year
|
|
Mar 1, 2018
|
|
Mar 7, 2024
|
|
Mar 7, 2014
|
|
20% per year
|
|
Mar 7, 2019
|
|
Mar 6, 2025
|
|
Mar 6, 2015
|
|
20% per year
|
|
Mar 6, 2020
|
|
Mar 4, 2026
|
|
Mar 4, 2016
|
|
20% per year
|
|
Mar 4, 2021
|
|
Mar 3, 2027
|
|
Mar 3, 2017
|
|
20% per year
|
|
Mar 3, 2022
|
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||
|
|
Number of Shares
Acquired
on Exercise
|
|
Value Realized on
Exercise ($)
|
|
Number of Shares
Acquired
on Vesting
|
|
Value Realized on
Vested Shares ($)
|
||||
Richard A. Meeusen
|
|
27,600
|
|
|
377,804
|
|
|
12,950
|
|
|
458,430
|
|
Richard E. Johnson
|
|
—
|
|
|
—
|
|
|
3,604
|
|
|
127,582
|
|
Kenneth C. Bockhorst
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Horst E. Gras
|
|
4,568
|
|
|
62,774
|
|
|
1,324
|
|
|
46,870
|
|
Kimberly K. Stoll
|
|
2,830
|
|
|
75,332
|
|
|
1,544
|
|
|
54,658
|
|
Name
|
|
Plan Name
|
|
Number of
Years Credited Service
|
|
Present Value
of Accumulated
Benefit ($)
|
|
Payments
During 2017 ($)
|
|||
Richard A. Meeusen
|
|
Qualified Pension Plan
|
|
17
|
|
|
323,205
|
|
|
—
|
|
|
|
Non-qualified Unfunded
Supplemental Retirement Plan
|
|
22
|
|
|
703,355
|
|
|
—
|
|
|
|
Non-qualified Unfunded
Executive Supplemental Plan
|
|
N/A
|
|
|
618,788
|
|
|
—
|
|
Richard E. Johnson
|
|
Qualified Pension Plan
|
|
12
|
|
|
195,202
|
|
|
—
|
|
|
|
Non-qualified Unfunded
Supplemental Retirement Plan
|
|
17
|
|
|
196,173
|
|
|
—
|
|
|
|
Non-qualified Unfunded
Executive Supplemental Plan
|
|
N/A
|
|
|
348,308
|
|
|
—
|
|
Kenneth C. Bockhorst
|
|
(1)
|
|
|
|
|
|
—
|
|
||
Horst E. Gras
|
|
Pension Liability (2)
|
|
25
|
|
|
1,402,277
|
|
|
—
|
|
Kimberly K. Stoll
|
|
Qualified Pension Plan
|
|
4
|
|
|
31,412
|
|
|
—
|
|
|
|
Non-qualified Unfunded
Supplemental Retirement Plan
|
|
9
|
|
|
8,443
|
|
|
—
|
|
Name
|
|
Executive
Contributions in 2017
|
|
Company
Contributions in 2017
|
|
Aggregate
Earnings
in 2017(1)
|
|
Aggregate
Withdrawals/
Distribution
|
|
Aggregate
Balance at December 31, 2017
|
Richard A. Meeusen
|
|
—
|
|
49,725
|
|
13,174
|
|
—
|
|
618,788
|
Richard E. Johnson
|
|
—
|
|
26,723
|
|
7,443
|
|
—
|
|
348,308
|
(1)
|
Contributions shown in the above table are also included in the Summary Compensation Table along with the portion of the 2017 earnings shown in the above table that are considered above-market (as quantified in Note 5 in the Summary Compensation Table).
|
Name
|
|
Executive
Contributions in
2017 (1)
|
|
Company
Contributions in
2017
|
|
Aggregate
Earnings
in 2017 (2)
|
|
Aggregate
Withdrawals/
Distribution
|
|
Aggregate
Balance at December 31, 2017 (3)
|
Richard E. Johnson
|
|
—
|
|
—
|
|
16,316
|
|
69,508
|
|
480,122
|
(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)
|
The portions of the 2017 earnings shown in the above table that are considered above-market (as quantified in Note 5 to the Summary Compensation Table) are also included in the Summary Compensation Table.
|
(3)
|
Amounts shown in the December 31, 2017 column were previously reported in prior years' and current year-end Summary Compensation Tables.
|
Name
|
|
Salary and
Incentives
|
|
Value of Unvested Options and Restricted Stock
|
|
Retirement
Benefits
|
|
Welfare Benefits & Other
|
|
Total
|
|||||
Richard A. Meeusen
|
|
6,903,000
|
|
|
2,452,608
|
|
|
272,671
|
|
|
100,720
|
|
|
9,728,999
|
|
Kenneth C. Bockhorst
|
|
1,700,000
|
|
|
649,076
|
|
|
9,747
|
|
|
76,586
|
|
|
2,435,409
|
|
Richard E. Johnson
|
|
1,604,530
|
|
|
654,176
|
|
|
96,077
|
|
|
75,942
|
|
|
2,430,725
|
|
Horst E. Gras
|
|
1,085,124
|
|
|
244,318
|
|
|
437,035
|
|
|
75,942
|
|
|
1,842,419
|
|
Kimberly K. Stoll
|
|
897,640
|
|
|
330,035
|
|
|
25,914
|
|
|
89,689
|
|
|
1,343,278
|
|
|
Compensation Committee
|
|
Gale E. Klappa, Chairman
|
|
Gail A. Lione
|
|
James F. Stern
|
|
Todd J. Teske
|
Name
|
|
Fees Earned or Paid
in Cash (1)
|
|
Stock Awards (2)
|
|
Option Awards (3)
|
|
Total
|
||||
Todd A. Adams
|
|
47,844
|
|
|
54,392
|
|
|
49,992
|
|
|
152,228
|
|
Ronald H. Dix
|
|
14,866
|
|
|
|
|
|
|
14,866
|
|
||
Thomas J. Fischer
|
|
67,600
|
|
|
54,392
|
|
|
|
|
121,992
|
|
|
Gale E. Klappa
|
|
63,600
|
|
|
54,392
|
|
|
|
|
117,992
|
|
|
Gail A. Lione
|
|
56,200
|
|
|
54,392
|
|
|
|
|
110,592
|
|
|
Andrew J. Policano
|
|
55,400
|
|
|
54,392
|
|
|
|
|
109,792
|
|
|
Steven J. Smith
|
|
18,466
|
|
|
|
|
|
|
18,466
|
|
||
James F. Stern
|
|
52,600
|
|
|
54,392
|
|
|
49,992
|
|
|
156,984
|
|
Glen E. Tellock
|
|
47,844
|
|
|
54,392
|
|
|
49,992
|
|
|
152,228
|
|
Todd J. Teske
|
|
63,600
|
|
|
54,392
|
|
|
|
|
117,992
|
|
(1)
|
Retainer and Meeting Fees
. In 2017, non-employee directors on the board the entire year received a $36,000 annual retainer. Messrs. Dix and Smith ended their tenure on the Board as of the last Annual Meeting, April 28, 2017. Messrs. Adams and Tellock were appointed to the Board in February, 2017 and received prorated amounts. Non-employee directors receive $3,500 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. The chairman of the Compensation Committee and the Lead Outside Director each received an annual fee of $5,000.
|
(2)
|
Each director was awarded a grant of stock valued at $54,392. This number of shares in this grant is based on the average of the 10 days’ closing prices on the NYSE prior to and including the closing price on Monday, May 1, 2017. The 2017 grant is for the number of shares equal to $54,000 rounded down to the nearest whole share using the 10-day average price of $39.205. The value was determined by the closing price of $39.50 on May 1, 2017. This column reflects the value of that award.
|
(3)
|
Options for new directors were awarded to Messrs. Adams, Stern and Tellock will vest one year after May 5, 2017, the date of grant. The grants to the remaining directors are fully vested. The options issued in 2017 were valued at $19.03 using the Black-Sholes Model. As of December 31, 2017, the directors had the following outstanding number of option awards: Mr. Adams (2,627), Mr. Fischer (0), Mr. Klappa (0), Ms. Lione (12,000), Mr. Policano (0), Mr. Stern (2,627), Mr. Tellock (2,627) and Mr. Teske (12,000).
|
•
|
A total compensation package that is targeted at the median of our peer companies;
|
•
|
A total compensation package that is structured so that a majority of compensation opportunities are delivered through short- and long-term incentives;
|
•
|
A short-term incentive driven primarily by our financial earnings performance, and secondarily by key nonfinancial metrics;
|
•
|
A long-term incentive program that, in keeping with prevailing industry practice, is significantly driven by operating income targets, along with a mix of stock options and restricted stock to further tie compensation to stock price performance as well as enhance retention; and
|
•
|
Stock ownership guidelines that continue to tie executives’ interests to shareholders over the long term.
|
Plan Category
|
|
Securities to be
Issued upon
Exercise of
Outstanding
Options, Warrants
and Rights (#)
|
|
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights ($)
|
|
Securities
Remaining
Available
for Future Issuance
under Equity
Compensation Plans
(Excluding
Securities Reflected
in Column 1)(#)
|
|||
Equity compensation plans approved by security holders
|
|
|
|
|
|
|
|||
STOCK OPTION PLANS*
|
|
56,400
|
|
|
19.22
|
|
|
—
|
|
2011 OMNIBUS INCENTIVE PLAN
|
|
329,883
|
|
|
26.85
|
|
|
629,615
|
|
Equity compensation plans not approved by security holders
|
|
None
|
|
|
N/A
|
|
|
N/A
|
|
Total
|
|
386,283
|
|
|
25.74
|
|
|
629,615
|
|
*
|
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.
|
•
|
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;
|
•
|
reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2017 with the company’s management and Ernst & Young LLP;
|
•
|
discussed with Ernst & Young LLP those matters required to be discussed by Auditing Standard No. 1301 “Communications with Audit Committees,” and SEC Regulation S-X, Rule 2-07 “Communication with Auditing Committees;” and
|
•
|
received the written disclosures and the letter from Ernst & Young LLP required pursuant to Rule 3526, “Communication with Audit Committees Concerning Independence,” of the PCAOB and discussed with Ernst & Young LLP its independence.
|
|
Audit and Compliance Committee
|
|
Thomas J. Fischer, Chairman
|
|
Todd A. Adams
|
|
James F. Stern
|
|
Glen E. Tellock
|
|
|
2017
|
|
2016
|
||||
Audit Fees
(1)
|
|
$
|
875,500
|
|
|
$
|
777,000
|
|
Audit Related Fees
(2)
|
|
22,000
|
|
|
22,000
|
|
||
Tax Fees
|
|
—
|
|
|
—
|
|
||
All other Fees
|
|
—
|
|
|
—
|
|
||
Total Fees
|
|
$
|
897,500
|
|
|
$
|
799,000
|
|
(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.
|
•
|
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 ("PCAOB") reports on Ernst & Young LLP and its peer firms;
|
•
|
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.
|
By Order of the Board of Directors
|
|
William R. A. Bergum,
|
Secretary
|
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