UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
Itron, Inc. (the Company) held its 2023 Annual Meeting of Shareholders (the Annual Meeting) on May 11, 2023. Five proposals were voted upon at the Annual Meeting. The proposals are described in detail in the Company's proxy statement filed with the Securities and Exchange Commission on March 21, 2023. Each of the proposals passed. The final results for the votes regarding each proposal are set forth below.
Proposal One: The following nominees for Director were elected until their successors are duly elected and qualified:
| NOMINEE | VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||||||||||||||||
| Mary C. Hemmingsen | 41,471,513 | 224,784 | 9,678 | 1,777,036 | ||||||||||||||||||||||
| Jerome J. Lande | 41,346,163 | 345,005 | 14,807 | 1,777,036 | ||||||||||||||||||||||
| Frank M. Jaehnert | 37,763,271 | 3,927,744 | 14,960 | 1,777,036 | ||||||||||||||||||||||
Mary C. Hemmingsen was elected to hold office in Class 3 for a term of two years until the Company’s 2025 Annual Meeting.
Jerome J. Lande and Frank M. Jaehnert were elected to hold office in Class 1 for a term of three years until the Company's 2026 Annual Meeting.
All independent Directors, except for the Board Chair, serve on at least one committee. For further information regarding the composition of such committees, refer to Itron's investor relations website, at https://investors.itron.com/corporate-governance/committee-composition.
Proposal Two: Approval of the advisory (non-binding) resolution relating to executive compensation.
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||||||||||||||||
| 38,166,872 | 3,478,063 | 61,040 | 1,777,036 | |||||||||||||||||
Proposal Three: Approval of the advisory vote on frequency of future advisory votes on executive compensation.
| 1 YEAR | 2 YEARS | 3 YEARS | ABSTENTIONS | BROKER NON-VOTES | ||||||||||||||||||||||
| 39,410,367 | 5,488 | 2,280,672 | 9,448 | 1,777,036 | ||||||||||||||||||||||
Proposal Four: Approval of the amendment of the Itron, Inc. 2012 Employee Stock Purchase Plan.
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||||||||||||||||
| 41,378,226 | 323,266 | 4,483 | 1,777,036 | |||||||||||||||||
Proposal Five: Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2023 fiscal year.
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | ||||||||||||
| 42,386,065 | 1,086,990 | 9,956 | ||||||||||||
Item 8.01 Other Events.
Approval of Share Repurchase Program
Effective May 11, 2023, the Board of Directors of Itron, Inc. (Itron) authorized a new share repurchase program of up to $100 million of Itron’s common stock over an 18-month period. Repurchases will be made in the open market and pursuant to the terms of any Rule 10b5-1 plans that Itron may enter into, and in accordance with applicable securities laws. The repurchase program is intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. Depending on market conditions and other factors, these repurchases may be commenced or suspended from time to time without prior notice.
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. | |||||||||||
| By: | /s/ CHRISTOPHER E. WARE | ||||||||||
| Dated: May 11, 2023 | Christopher E. Ware | ||||||||||
| Senior Vice President, General Counsel and Corporate Secretary | |||||||||||