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, 2006
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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 File No.) (IRS Employer
of Incorporation) 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)
None
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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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On December 4, 2006, Itron Inc. amended certain provisions of its Executive
Deferred Compensation Plan (the Plan). Amendments to the Plan are effective
January 1, 2007, except to the extent a different effective date is set forth
below, and consist of the following:
(i) Permit participants to defer an amount equal to any deferrals returned
to them from the Itron, Inc. Incentive Savings Plan because that plan
does not satisfy the actual deferral percentage test.
(ii) Change the matching contributions to 50% of the first 6% of
compensation deferred under the Plan.
(iii) Effective April 1, 2007, allow participants to designate the
measurement funds to be used to determine the amount of earnings to be
allocated to their Plan accounts.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is filed as part of this report:
Exhibit Number Description
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10.6 Itron, Inc. Executive Deferred Compensation Plan,
Amendment No. Two, dated December 4, 2006.
The information presented in this Current Report on Form 8-K contains
forward-looking statements, which are based on assumptions that we believe to be
reasonable at this time. Such assumptions could prove to be incorrect due to a
number of factors, including those identified in Itron, Inc.'s Annual Report on
Form 10-K for the year ended December 31, 2005 and in our subsequent filings
with the Securities and Exchange Commission, and such factors could cause actual
results to differ materially from those contained in forward-looking statements.
We undertake no obligation to update any of the forward looking statements.
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 7, 2006 By: /s/ Steven M. Helmbrecht
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Steven M. Helmbrecht
Sr. Vice President and Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
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10.6 Itron, Inc. Executive Deferred Compensation Plan,
Amendment No. Two, dated December 4, 2006.
Exhibit 10.6
ITRON, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
AMENDMENT NO. TWO
This Amendment is made to the Itron, Inc. Executive Deferred
Compensation Plan (the "Plan"). All terms defined in the Plan shall have the
same meanings when used herein. The amendments herein are effective as of
January 1, 2007, except to the extent a different effective date is set forth
below. All provisions of the Plan not amended by this Amendment shall remain in
full force and effect, except to the extent they have been modified in operation
to comply with the requirements of Section 409A of the Internal Revenue Code of
1986, as amended, and any applicable guidance issued thereunder.
1. Section 4.1 is amended by designating the existing provisions
thereof as subsection (a) and adding the following new subsection (b)
immediately thereafter:
(b) In addition to, or in lieu of, deferrals pursuant to subsection
(a) immediately above, prior to the beginning of each calendar
year, an Eligible Employee may elect to defer receipt of Salary
that he anticipates earning for services rendered in such
calendar year in an amount equal to the amount of any salary
deferrals (and related earnings) returned to him during such year
from the Itron, Inc. Incentive Savings Plan due to such plan's
failure to satisfy the actual deferral percentage test under
Section 401(k)(3) of the Code. Such election shall be made by
filing a Deferral Agreement with the Company in the manner and by
the time specified by the Administrator; provided, however that
such Deferral Agreement must be filed with the Company prior to
the first day of the first calendar year for which it is to be
effective and shall become irrevocable with respect to a calendar
year on the last day of the calendar year immediately preceding
such calendar year.
2. Effective April 1, 2007, Sections 2.13 through 2.17 are renumbered
as Sections 2.14 through 2.17, respectively, and the following new Section 2.13
is inserted immediately after Section 2.12:
2.13 "Measurement Fund" means a phantom investment fund designated by
the Administrator to serve as a measurement device for purposes
of valuing the portion, if any, of a Participant's Account
allocated to such phantom investment fund.
3. The first sentence of Section 5.1 is amended to read as follows:
For each calendar year commencing after December 31, 2006, a
Participant's Account shall be credited with matching
contributions in an amount equal to fifty percent (50%) of the
first six percent (6%) of total Salary and Bonuses deferred under
the Plan by such Participant during such calendar year.
4. Effective April 1, 2007, Section 6.2 is amended to read as follows:
6.2 Account Earnings.
(a) Allocation of Gains and Losses. On and after April 1, 2007,
Participant Accounts shall be adjusted on a daily basis (through
the date immediately preceding the date on which the last payment
to the Participant or Beneficiary, as applicable, is processed)
according to the performance of the Measurement Fund(s) selected
by the Participant pursuant to Section 6.2(b). Credits and debits
to a Participant's Account on a particular day shall be taken
into account for purposes of calculating earnings or losses in a
manner determined by the Administrator.
(b) Allocation to Measurement Funds. A Participant may allocate and
reallocate his of her Account among the various Measurement Funds
designated by the Administrator from time to time. All such
allocations and reallocations must be made in accordance with,
and subject to, such rules and procedures as the Administrator
may establish. To the extent a Participant fails to allocate his
or her Account to a Measurement Fund, such Participant will be
deemed to have selected the Measurement Fund designated by the
Administrator as the default Measurement Fund.
(c) No Actual Investment. Notwithstanding any provision in the Plan
to the contrary, the Measurement Funds are to be used for
measurement purposes only. Neither the Participant's selection of
a Measurement Fund nor the crediting or debiting of amounts to
the Participant's Account in accordance with that selection shall
be considered or construed as an actual investment of the
Participant's Account in any Measurement Fund or as requiring
Company or the Administrator to invest any assets in any
Measurement Fund or in any other particular investment. In the
event that the Company or the Administrator, in its own
discretion, decides to invest funds in any or all of the
investments on which the Measurement Funds are based, no
Participant (or Beneficiary) shall have any rights in or to such
investments. Without limiting the foregoing, a Participant's
Account balance shall at all times be a bookkeeping entry only
and shall not represent any investment made on his or her behalf
by the Company or the Administrator; the Participant shall at all
times remain an unsecured creditor of the Company. The
Administrator is under no obligation to offer any particular
investment as a Measurement Fund and may discontinue, substitute,
modify or add Measurement Funds at any time.