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itri-20240509
0000780571false00007805712024-05-092024-05-09

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
May 9, 2024
Date of Report (Date of earliest event reported)
Itron, Inc.
(Exact name of registrant as specified in its charter)
Washington000-2241891-1011792
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
2111 N. Molter Road Liberty Lake,WA99019
(Address of principal executive offices, Zip Code)
(509)924-9900
(Registrant's telephone number, including area code)
(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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, no par valueITRINASDAQ Global Select Market

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 2024 Annual Meeting of Shareholders (the Annual Meeting) on May 9, 2024. Four 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 19, 2024. 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:
NOMINEEVOTES FORVOTES AGAINSTABSTENTIONSBROKER NON-VOTES
Sanjay Mirchandani
40,385,780 97,466 83,743 2,440,297 
Thomas L. Deitrich
40,361,559 121,763 83,667 2,440,297 
Timothy M. Leyden
40,017,062 467,110 82,817 2,440,297 
Santiago Perez
36,890,633 3,593,425 82,931 2,440,297 

Sanjay Mirchandani was elected to hold office in Class 1 for a term of two years until the Company’s 2026 Annual Meeting.

Thomas L. Deitrich, Timothy M. Leyden, and Santiago Perez were elected to hold office in Class 2 for a term of three years until the Company's 2027 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://na.itron.com/leadership.

Proposal Two:     Approval of the advisory (non-binding) resolution relating to executive compensation.
VOTES FORVOTES AGAINSTABSTENTIONSBROKER NON-VOTES
37,983,013 1,911,886 672,090 2,440,297 

Proposal Three:    Approval of the amendment of the Itron, Inc. Third Amended and Restated 2010 Stock Incentive Plan.
VOTES FORVOTES AGAINSTABSTENTIONSBROKER NON-VOTES
38,340,896 2,140,280 85,813 2,440,297 

Proposal Four:     Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2024 fiscal year.
VOTES FORVOTES AGAINSTABSTENTIONS
42,371,091 560,038 76,157 



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 9, 2024
  Christopher E. Ware
   Senior Vice President, General Counsel
and Corporate Secretary