UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
December 4, 2007
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Date of Report (Date of Earliest Event Reported)
ITRON, INC.
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(Exact Name of Registrant as Specified in its Charter)
Washington 000-22418 91-1011792
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
2111 N. Molter Road, Liberty Lake, WA 99019
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(Address of Principal Executive Offices, Zip Code)
(509) 924-9900
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
We have amended our company bylaws to include majority voting procedures for the
election of directors, included as amended section 3.3.2 of our bylaws, and the
approval of shares without certificates, included as a new section 6.7 of our
bylaws.
Section 3.3.2 - Election of Directors
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Except as provided in Section 3.15, a nominee for director shall be elected if
the votes cast for such nominee's election exceed the votes cast against such
nominee's election. The following shall not be votes cast: (a) a share whose
ballot is marked as withheld; (b) a share otherwise present at the meeting but
for which there is an abstention; and (c) a share otherwise present at the
meeting as to which a shareholder gives no authority or direction.
Notwithstanding the foregoing, the directors shall be elected by a plurality of
the votes cast (a "contested election") at any meeting of shareholders for which
(i) the Secretary of the Corporation receives a notice that a shareholder has
nominated a person for election to the Board of Directors in compliance with the
advance notice requirements for shareholder nominees for director set forth in
Section 3.3.1 and (ii) such nomination has not been withdrawn by such
shareholder on or prior to the time fixed in Section 3.3.1 for submitting
nominations. A nominee for director in an election other than a contested
election who does not receive the requisite votes for election, but who was a
director at the time of the election, shall continue to serve as a director for
a term that shall terminate on the date that is the earlier of: (i) ninety (90)
days from the date on which the voting results of the election are certified,
(ii) the date on which an individual is selected by the Board of Directors to
fill the office held by such director (which selection shall be deemed to
constitute the filling of a vacancy by the Board of Directors, or (iii) the date
the director resigns.
Section 6.7 - Shares Without Certificates
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Notwithstanding any other provisions herein, the Board may authorize the
issuance of some or all of the shares of any or all of the corporation's classes
or series without certificates. The authorization does not affect shares already
represented by certificates until they are surrendered to the corporation.
Within a reasonable time after the issuance or transfer of shares without
certificates, the corporation shall send the shareholder a record containing the
information required on certificates by applicable Washington law.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
ITRON, INC.
Dated: December 6, 2007 By: Steven M. Helmbrecht
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Steven M. Helmbrecht
Sr. Vice President and Chief Financial
Officer
Exhibit 99.1
Itron Enhances Corporate Governance: Amends Bylaws to Adopt Majority Voting
LIBERTY LAKE, Wash.--(BUSINESS WIRE)--Dec. 6, 2007--Itron, Inc.
(NASDAQ:ITRI), today announced that its Board of Directors has amended
the company's bylaws to include majority voting procedures for the
election of directors.
Itron enhanced the bylaws to include majority voting to allow
shareholders to play a more meaningful role in the election of their
directors. This change demonstrates Itron's ongoing commitment to
strong corporate governance practices.
Effective immediately, director nominees must receive more "for"
than "against" votes to be elected in an uncontested election.
Additionally, the term of a nominee who does not receive a majority of
the votes cast will end on the earliest of either: 1) 90 days after
the date election results are certified; 2) the date the director
resigns; or 3) the date the Board of Directors fills the position.
Further information about Itron's corporate governance practices
can be found within the Investor Relations section of the company's
website at www.itron.com.
About Itron Inc.
Itron Inc. is a leading technology provider to the global energy
and water industries. Itron Inc. consists of Itron in North America
and Actaris outside of North America. Our company is the world's
leading provider of metering, data collection and utility software
solutions, with nearly 8,000 utilities worldwide relying on our
technology to optimize the delivery and use of energy and water. Our
products include electricity, gas and water meters; data collection
and communication systems, including automated meter reading (AMR) and
advanced metering infrastructure (AMI); meter data management and
related software applications; project management, installation, and
consulting services. To know more, start here: www.itron.com.
CONTACT: Itron Inc.
Deloris Duquette, 509-891-3523
Vice President
Investor Relations and Corporate Communications
deloris.duquette@itron.com