ITRON, INC. (NASDAQ:ITRI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k

8 years ago

ITRON, INC. (NASDAQ:ITRI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

(e) Itron, Inc. (the Company) held its 2017 Annual Meeting of
Shareholders (the Annual Meeting) on May 12, 2017. At the Annual
Meeting, the Company’s shareholders approved the Itron, Inc.
Second Amended and Restated 2010 Stock Incentive Plan (the Second
Amended and Restated Plan). The Second Amended and Restated Plan
was previously approved and adopted by the Company’s Board of
Directors on March 16, 2017, subject to shareholder approval.

A description of the material terms of the Second Amended and
Restated Plan was provided on pages 17 through 28 in the Company’s
definitive proxy statement on Schedule 14A filed with the
Securities and Exchange Commission on March 24, 2017 (the Proxy
Statement) and is incorporated herein by reference. The description
of the Second Amended and Restated Plan in the Proxy Statement is
qualified in its entirety by reference to the full text of the
Second Amended and Restated Plan, a copy of which is set forth as
Appendix A to the Proxy Statement and is incorporated by reference
as Exhibit 10.1 to this Current Report on Form 8-K.


Item 5.07	Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on May 12, 2017. 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 24, 2017. All 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
Frank M. Jaehnert	33,886,694	254,235	8,262	2,004,594
Jerome J. Lande	31,771,069	2,369,759	8,363	2,004,594
Timothy M. Leyden	33,620,076	520,752	8,363	2,004,594
Gary E. Pruitt	33,212,980	927,698	8,513	2,004,594

All nominees are to hold office in Class 1 for a three year term
until the Companys 2020 Annual Meeting.

Each independent Director serves on at least one committee of the
Board of Directors. For further information regarding the
composition of such committees, refer to Itron’s investor
relations website, at http://investors.itron.com/committees.cfm.

Proposal Two: Approval of the advisory (non-binding) resolution on
executive compensation.



VOTES FOR	VOTES AGAINST		ABSTENTIONS	BROKER NON-VOTES
32,603,413		1,531,741		14,037	2,004,594

Proposal Three: Determination of the advisory (non-binding)
resolution on how often a non-binding advisory vote on executive
compensation should be held.



Choice 1 Every year	Choice 2 Every two years		Choice 3 Every three years	ABSTENTIONS	BROKER NON-VOTES
28,019,807		14,516		6,110,912		3,956	2,004,594

Proposal Four: Approval of the Itron, Inc. Second Amended and
Restated 2010 Stock Incentive Plan, including to increase the
shares authorized for issuance thereunder and approval of the
material terms required under Internal Revenue Code Section 162(m).



VOTES FOR	VOTES AGAINST		ABSTENTIONS	BROKER NON-VOTES
29,941,751		4,199,747		7,693	2,004,594

Proposal Five: Ratification of the appointment of Deloitte Touche
LLP as the Company’s independent registered public accounting firm
for the 2017>fiscal year.



VOTES FOR	VOTES AGAINST		ABSTENTIONS	BROKER NON-VOTES
35,185,098		959,350		9,337


Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.



Exhibit Number		Description

10.1		Itron, Inc. Second Amended and Restated 2010 Stock Incentive Plan (incorporated by reference to Appendix A to Itron, Inc’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 24, 2017).

About ITRON, INC. (NASDAQ:ITRI)
Itron, Inc. (Itron) is a technology and service company. The Company provides solutions that measure, manage, and analyze energy and water use. The Company operates through three segments: Electricity, Gas and Water. The Company is the supplier of electricity metering solutions, including standard meters and advanced and smart metering systems. The Company is the supplier of gas metering solutions, including standard meters and advanced and smart metering systems. The Company is the supplier of standard and advanced water meters and communication modules. Its solutions include standard meters and advanced and smart metering products, metering systems, and services. It offers product portfolio for applications in the residential and commercial industrial markets for water and heat. It provides a portfolio of products, solutions, software and services to electric, gas, and water utility customers across the globe. The Company operates under the Itron brand across the world. ITRON, INC. (NASDAQ:ITRI) Recent Trading Information
ITRON, INC. (NASDAQ:ITRI) closed its last trading session up +0.85 at 66.45 with 273,137 shares trading hands.