Badger Meter, Inc. (BMI) Earnings Call Transcript & Summary

Good morning, and welcome to the Badger Meter Annual Meeting of Shareholders. I would now like to introduce the first presenter, Mr. Ken Bockhorst, Chairman, President and Chief Executive Officer of Badger Meter.

Welcome to the virtual Annual Meeting of Shareholders of Badger Meter, Inc. I am Ken Bockhorst, Chairman of Badger Meter's Board of Directors. I would like to introduce the other members of the Board of Directors of Badger Meter who are all on the line with us today: Todd Adams, Chairman, President and CEO of Rexnord; Gale Klappa, Executive Chairman of WEC Energy Group; Gail Lione, Senior Counsel at Dentons and Adjunct Professor of Intellectual Property Law at Georgetown University School of Law; Jim McGill, Retired Executive, Eaton Corporation; Tessa Myers, Global Vice President, Software and Control, Rockwell Automation; Jim Stern, Executive Vice President, General Counsel and Secretary of A.O. Smith Corporation; and Glen Tellock, President and CEO of Lakeside Foods. Also on the line today is Kevin Klimara, partner with Ernst & Young LLP, the independent registered public accounting firm that audited the company's financial statements for the year ended December 31, 2020. Finally, various members of the leadership team are participating in today's meeting, including Bob Wrocklage, Senior Vice President and CFO; Bill Bergum, Vice President, General Counsel and Secretary; Dan Weltzien, Vice President and Corporate Controller; and Karen Bauer, Vice President, Investor Relations, Corporate Strategy and Treasurer. As is our custom, we will conduct the business portion of the meeting first then provide brief comments about the state of the business and finally, answer questions at the end of the meeting. It is now shortly after 8:30 a.m. Central Time on April 30, 2021, and this meeting is officially called to order. I direct that a copy of the notice of annual meeting and affidavit of mailing be filed with the minutes of the meeting. Dan Weltzien, Badger Meter's Vice President and Controller, is appointed as the inspector of election for the meeting. A majority of shareholders have voted by proxy prior to this meeting. Those shareholders who have voted do not need to take any further action with respect to the matters being voted on today. The online voting mechanism may be used if you have not voted or if you wish to change your previous election. Inspector, do we have a quorum?

Yes. We have a quorum. There were 29,160,391 total shares outstanding and entitled to vote as of February 26, 2021, the record date for this meeting. 26,645,135 of those shares or 91.4% are represented by proxy at this meeting and constitute the preliminary voting results.

Since more than a majority of the outstanding voting securities of the company are represented by proxy, I declare a quorum to be present. The next order of business is to review the various matters to be voted on at today's meeting as outlined in the company's proxy statement, which accompanied the notice of this meeting. The polls are now open, and voting will remain open while the proposals are discussed. I will walk through each of the 5 items in order. First is the election of directors. The Board of Directors currently consists of 8 members, all of whom have been nominated for election: Todd A. Adams, Kenneth C. Bockhorst, Gail E. Klappa, Gail A. Lione, James W. McGill, Tessa M. Myers, James F. Stern, Glen E. Tellock. Since no other nominations for directors have been received, I declare the nominations closed. The second item on the proxy ballot is an advisory vote to approve the compensation of the company's named executive officers. The third item on the proxy ballot is the ratification of the appointment of Ernst & Young LLP as Badger Meter's independent registered public accounting firm for the year ending December 31, 2021. The fourth item on the proxy ballot is the approval of the Badger Meter 2021 Omnibus Incentive Plan, replacing the expiring 2011 omnibus plan. The fifth and final item on the proxy ballot is the shareholder proposal requesting a report on Board diversity. The Chair recognizes NorthStar Asset Management who is on the line to present the proposal. Note that a copy of the rules of conduct for the Badger Meter annual meeting was provided to NorthStar Asset Management. Per those rules, you have 3 minutes with which to discuss the proposal. Please go ahead.

Good morning. My name is Tenzing Tashishar of NorthStar Asset Management, a socially responsible investment firm based in Boston. We represent clients that own 38,196 shares of Badger Meter common stock. Today, I am presenting the shareholder proposal regarding diversity on the Board of Directors. The Badger Meter Board of Directors is made up of 8 people. Only 2 are women, and none are people of color. Our firm feels that this lack of diversity not only represents a problem in the company's recruitment for the Board but also poses long-term financial risks for profitability. Our firm engaged Badger Meter in 2017 on this same issue. At the time, the company agreed to revise its Principles of Corporate Governance to encourage the improvement of diversity on the Board. However, we haven't seen much improvement in this area. While the company has added 1 woman to the Board, it has also added several men and 0 people of color. While we appreciate that the company stated commitments to diversity, we believe that employees, customers and the general public demand clear action to -- that proves that our company is serious about this issue. The U.S. economy was built through the enslavement of Black people and has fruits derived on the persistent oppression of Black and Brown Americans. The Black Lives Matter protest of 2020 drew national attention to the bias, prejudice and systemic racism that has plagued Black Americans for hundreds of years. Poor diversity, including Board diversity, is just one way that we can see this continued systemic oppression. Studies have repeatedly linked increased diversity to financial outperformance. And it's important to note that racial and ethnic diversity are just as important as gender diversity on Board. McKinsey's 2018 Diversity wins report found that companies with greater ethnic and cultural diversity on their Boards were 43% more likely to see above-average profits, showing a significant correlation between diversity and performance. We believe that attracting and retaining the best and the brightest diverse talent will depend, at least in part, upon representation in the highest echelon of the company. Given that the company's Board diversity hasn't improved substantially since our prior shareholder engagement, we believe that the company clearly needs to take bold action. New and measurable steps are needed to make forward progress. We urge shareholders to vote for the shareholder proposal regarding solutions for increasing Board diversity.

Okay. Thank you. The Board and its Governance Committee are highly committed to advancing racial, ethnic and gender diversity of the Board. Prior to and irrespective of this particular proposal, a number of action steps were taken to demonstrate this commitment, which were outlined on Page 41 of the printed proxy. Among these actions, the proxy included voluntary disclosure of both gender and self-identified racial and ethnic diversity of our Board as we choose to proactively provide this data in the spirit of transparency and to hold ourselves accountable to measuring progress. In addition, our Principles of Corporate Governance language was clarified and strengthened as it relates to ensuring that all Board searches include fully diverse candidate pools, cementing our long-term commitment to progress. Finally, the Board engaged a recruitment firm with a focus on developing a robust pipeline of diverse candidates with the skills and experience essential for a highly functioning Board. In summary, the Board believes that the proposal which asks to provide a separate report to outline these same activities, which are already completed, disclosed or well underway, is redundant and therefore unnecessary. I will now pause for a moment to allow for voting. [Voting]

The polls are now closed. Will the inspector of elections please read the voting results?

Based on the preliminary voting results, all 8 directors have been duly elected for 1-year terms. Stockholders approved the compensation of our named executive officers. Stockholders ratified the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for 2021. Stockholders approved the 2021 Omnibus Incentive Plan. And finally, stockholders approved the shareholder proposal for a report on Board diversity. Final vote totals will be included in an 8-K filing with the SEC made within 4 business days after this meeting.

There being no other topics on this year's ballot, this concludes the formal business portion of the meeting. The formal meeting is adjourned. I'll now make a few brief remarks regarding the state of operations of Badger Meter. Following these remarks, we will hold a Q&A session. This session will be moderated by Karen Bauer, Vice President of Investor Relations, Corporate Strategy and Treasurer. There is a Q&A function within the virtual meeting webcast tool. Karen will read each question submit and direct it to the appropriate individual. [Operator Instructions] And please keep all questions relevant to the company and its business. Sharon may combine questions that are of a common nature topic or category. If we're not able to address all questions in the time we have today, we'll post answers to those questions on our website within a few days after this meeting. Turning to the state of operations. I couldn't be more proud of the Badger Meter team on our performance in 2020. Despite a year of historic challenges brought on by the pandemic, we delivered utility water revenue growth; strong SaaS revenue penetration, which now comprises 5% of total sales; EBITDA margin expansion; robust working capital management and cash flow; and successful execution of 2 accretive acquisitions. It's a true testament to the criticality of the water industry and the exceptional Badger Meter team. We recently completed 2 meaningful acquisitions that we expect will be strategic growth drivers for Badger Meter. s::can acquired in November and Analytical Technologies, Inc. (sic) [ Analytical Technology, Inc. ] or ATI acquired in January provide us with a great foundation on which to build a real-time, on-demand water quality monitoring offering for customers in both utility water and industrial markets. Adding real-time water quality parameters to Badger Meter's core flow measurement, pressure- and temperature-sensing capabilities adds to the scope of actionable data for utilities to improve operating efficiency and for industrial company -- customers to monitor both process and discharge water. As we noted in our first quarter earnings conference call last week, demand for our smart water solutions continues to strengthen and accelerate, reaching record order levels in the first quarter. Like many industries, we're faced with temporary electronic component shortages and shipping constraints that will likely lead to sales unevenness in the near term. However, our record backlog and increasing bid pipeline give us confidence that we're capitalizing on the macro trends, driving the adoption of digital water solutions such as AMI, including greater operating efficiency, water security and end consumer engagement. We continue to deliver strong cash flow, which is the fuel to invest in and grow our business. This includes both organic and acquisition-driven growth with a focus on additional product and software offerings, serving water-related markets and applications. We're also utilizing our strong cash-generating capability to increase dividends, with the August 2020 dividend increase representing the 28th consecutive year of delivering on this important capital allocation priority. Last but certainly not least, we will continue to advance a variety of priorities on the ESG front, including relentlessly focusing on employee safety, measuring and reducing greenhouse gas emissions, fostering our culture of inclusion and, of course, promoting water conservation and quality. In closing, I want to thank all of my Badger Meter colleagues across the globe for their commitment to our customers and for their ongoing focus on continuous improvement. I'll now ask Karen to moderate the Q&A. Go ahead, Karen.

Thank you, Ken. At this point, there are no questions from investors.

As there are no further questions, this concludes today's meeting. Thank you for your participation. If you have any follow-up questions, please feel free to reach out to Karen.

The annual meeting for Badger Meter has ended. You may now disconnect from the virtual meeting. Thank you very much.