Announces Cooperation Agreement with Coppersmith Capital Management
and Scopia Capital Management
LIBERTY LAKE, Wash.--(BUSINESS WIRE)--
Itron, Inc. (NASDAQ: ITRI), a world-leading technology and services
company dedicated to the resourceful use of energy and water, today
announced that it has reached a cooperation agreement with Coppersmith
Capital Management LLC and Scopia Capital Management LP under which two
directors will be added to the Itron Board of Directors. Jerome Lande,
managing partner of Coppersmith, has been appointed effective
immediately, and Peter Mainz, a candidate identified by Coppersmith and
approved by the board of directors, has been appointed effective Jan. 1,
2016.
Lande will serve as a Class 1 director with a term expiring at the 2017
Annual Meeting. Mainz will serve as a Class 2 director with a term
expiring at the 2018 Annual Meeting. Both directors will stand for
election at the 2016 Annual Meeting of Shareholders.
The Company also announced that, pursuant to the cooperation agreement,
it has formed a Value Enhancement Committee to review, study and develop
potential initiatives (including transactions) designed to create
durable, sustainable long-term shareholder value. The committee will be
comprised of Lande, Mainz and three additional incumbent independent
directors: Jon E. Eliassen, chairman of the Itron Board, and Directors
Gary Pruitt and Diana D. Tremblay. Pruitt will chair the committee.
"We welcome Jerome and Peter to the board and believe their addition
represents a constructive outcome for Itron and all Itron shareholders.
Our entire board and management team are moving forward fully focused on
delivering on our strategic initiatives, driving performance and
creating value for shareholders," said Eliassen.
"Itron has a number of important initiatives underway and we look
forward to working together with Jerome and Peter to continue executing
on our plan and to consider additional means to reduce costs, realize
growth opportunities and unlock the value inherent in Itron as a
world-leading technology and services company," said Philip Mezey, Itron
President and Chief Executive Officer.
"We are pleased to have reached an agreement to bring new perspective
and shareholder representation to the Itron Board of Directors. We look
forward to working with the board and management team to advance the
Company's efforts through existing and new initiatives in support of our
shared goal of enhancing shareholder value," said Lande.
In connection with the cooperation agreement, the Itron Board of
Directors will initially include 14 directors upon the appointment of
Lande and Mainz. However, the board will be reduced to 13 members not
later than the 2016 Annual Meeting and reduced to 12 members not later
than the 2017 Annual Meeting. Pursuant to the cooperation agreement,
Coppersmith and Scopia Capital have agreed to abide by certain customary
standstill and voting provisions.
The complete cooperation agreement among Itron, Coppersmith and Scopia
Capital will be included as an exhibit to a Current Report on Form 8-K,
which will be filed with the Securities and Exchange Commission in the
ordinary course.
About Jerome J. Lande
Jerome J. Lande (Age 39) is the managing partner of Coppersmith Capital
which he co−founded in April 2012. Previously, Lande was a partner at
MCM Capital Management, LLC ("MCM"), from January 2006 until February
2012, and served as an executive vice president at MCM from January 2005
until he left the company. MCM was the general partner of MMI
Investments, L.P., a small−cap deep value fund where Lande was
responsible for all areas of portfolio management. He served as a vice
president of MCM from February 2002 to January 2005 and as an associate
from January 1999 to February 2002. Lande served as corporate
development officer of Key Components, Inc., a global diversified
industrial manufacturer that was formerly an SEC reporting company, from
January 1999 until its acquisition by Actuant Corporation in February
2004. Lande holds a B.A. from Cornell University.
About Peter Mainz
Peter Mainz (Age 51) has more than 20 years of financial and
communication systems business expertise that includes deep operational
and commercial executive leadership experience. Most recently, Mainz
served as president, chief executive officer and a director of Sensus, a
global solutions company offering smart meters, communications systems,
software and services for the electric, gas and water industries, which
was created as the result of a private equity spin out of a division of
Invensys plc. Prior to that, he served as the chief financial officer of
Sensus and later was appointed as the executive vice president of
operations. Prior to Sensus, he served as vice president of finance for
various economic zones for Invensys plc. He also previously held
executive roles at IBM and Schlumberger. Mainz holds a B.S. in Business
Administration and Computer Science from Johannes Kepler University Linz
in Austria and an MBA from Texas A&M University.
About Itron
Itron is a world-leading technology and services company dedicated to
the resourceful use of energy and water. We provide comprehensive
solutions that measure, manage and analyze energy and water. Our broad
product portfolio includes electricity, gas, water and thermal energy
measurement devices and control technology; communications systems;
software; as well as managed and consulting services. With thousands of
employees supporting nearly 8,000 customers in more than 100 countries,
Itron applies knowledge and technology to better manage energy and water
resources. Together, we can create a more resourceful world. Join us: www.itron.com.
Itron® is a registered trademark of Itron, Inc.
Forward Looking Statements
This release contains forward-looking statements concerning our
expectations about operations, financial performance, sales, earnings
and cash flows. These statements reflect our current plans and
expectations and are based on information currently available. The
statements rely on a number of assumptions and estimates, which could be
inaccurate, and which are subject to risks and uncertainties that could
cause our actual results to vary materially from those anticipated.
Risks and uncertainties include the rate and timing of customer demand
for our products, rescheduling of current customer orders, changes in
estimated liabilities for product warranties, changes in laws and
regulations, our dependence on new product development and intellectual
property, future acquisitions, changes in estimates for stock-based and
bonus compensation, increasing volatility in foreign exchange rates,
international business risks and other factors that are more fully
described in our Annual Report on Form 10-K for the year ended December
31, 2014 and other reports on file with the Securities and Exchange
Commission. Itron undertakes no obligation to update publicly or revise
any forward-looking statements, including our business outlook.
View source version on businesswire.com: http://www.businesswire.com/news/home/20151210006064/en/
Itron, Inc.
Sharelynn Moore, 509-891-3524
Vice
President, Corporate Marketing and Public Affairs
sharelynn.moore@itron.com
or
Barbara
Doyle, 509-891-3443
Vice President, Investor Relations
barbara.doyle@itron.com
Source: Itron, Inc.
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