WHEREAS: In Corporate America, the value of diversifying boards is gaining traction, though improvement remains slow. According to a Spencer Stuart report, “[j]ust under one of four new S&P 500 directors (23%) are minorities (defined as African American/Black, Asian and Hispanic/Latino)”;

Further, the Harvard Business Review (HBR) explains that “[t]he underrepresentation of Black professionals is especially bleak in the highest echelon of corporate America: boards of directors. Although newly-appointed directors are increasingly diverse, 37% of S&P 500 firms did not have any Black board members in 2019 and Black directors comprised just 4.1% of Russell 3000 board members that same year”;

Badger Meter’s board of directors currently appears to have two women but zero people of color;

In response to shareholder engagement, in 2017 the Company 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.” Since then, the Company has elected new board members, including one woman but none who are racially/ethnically diverse. The Proponent is unaware of any disclosure on whether the Company has fulfilled its commitment to include women and people of color in each board search and believes that additional steps must be taken to address the issue of persistently low levels of diversity on our Company’s board of directors;

To diagnose the economy-wide problem of board diversity, an HBR survey found barriers for diversifying the board in: director recruitment strategies, limited diversity in personal connections of existing board members, ineffective onboarding practices, lack of leadership roles for existing Black board members, and racial discrimination in board dynamics;

When discussing solutions, the HBR article explains the value of increasing board diversity, such as a broadening of the diversity of perspectives and concerns among board members, greater likelihood of prioritizing diversity within the company, and enhanced morale and confidence of diverse employees;

The Proponent believes that examining the causes of the lack of racial and ethnic diversity on the board and committing to concrete steps to diversify the board of directors would serve the long-term value of shareholders and the company.

RESOLVED: Shareholders request that the Board of Directors report to shareholders within six months of the annual meeting, at reasonable expense excluding confidential information, on whether and how the company intends to put new, specific action steps in place for increasing board diversity.

SUPPORTING STATEMENT:

The proponent suggests that among the strategies the company could explore include, at board and management discretion, are: board member diversity quotas, requiring a minimum number of diverse candidates in each pool considered, engaging a search firm for each board search, requiring at least two candidates of color in each candidate pool, considering a board refreshment policy,  examining the potential limits  to increases in diversity from using current board member networks for recruitment, and other strategies that balance candidate qualifications and diversity.

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