Itron Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$ITRI
Electrical Products
Industrials
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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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As disclosed in Item 5.07 (below), on May 8, 2025, the shareholders of Itron, Inc. (the Company) approved amendments (the Amendments) to the Company's Amended and Restated Articles of Incorporation (the Articles), effective immediately and, as follows:
•Increasing the authorized shares of common stock from 75,000,000 to 150,000,000 (Article 2)
•Removing language from the Articles relating to the designation of rights and preferences of Series R Participating Cumulative Preferred Stock, of which no shares are outstanding, and the designation is no longer needed (Article 2)
•Amending the Articles to update the name and address of the registered agent (Article 3)
•Including indemnification provisions providing that the Company will indemnify directors and officers to the fullest extent permitted by law (Article 9)
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Articles, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Itron, Inc. (the Company) held its 2025 Annual Meeting of Shareholders (the Annual Meeting) on May 8, 2025. Six 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, 2025. Each of the proposals passed. The final results for the votes regarding each proposal are set forth below.
Proposal One: The following nominee for Director was elected until her successor is duly elected and qualified:
| NOMINEE | VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||||||||||||||||
Diana D. Tremblay | 36,052,290 | 2,208,307 | 538,300 | 2,496,286 | ||||||||||||||||||||||
Diana D. Tremblay was elected to hold office in Class 3 for a term of three years until the Company’s 2028 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 FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||||||||||||||||
| 37,490,452 | 1,044,373 | 264,072 | 2,496,286 | |||||||||||||||||
Proposal Three: Approval of an amendment to the Company's Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock.
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | ||||||||||||
| 40,916,569 | 364,977 | 13,637 | ||||||||||||
Proposal Four: Approval of amendments to the Company's Amended and Restated Articles of Incorporation to make certain technical and administrative changes.
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | ||||||||||||
| 41,246,420 | 28,868 | 19,895 | ||||||||||||
Proposal Five: Approval of an amendment to the Company's Amended and Restated Articles of Incorporation to include indemnification provisions.
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||||||||||||||||
| 37,890,301 | 891,108 | 17,488 | 2,496,286 | |||||||||||||||||
Proposal Six: Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2025 fiscal year.
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | ||||||||||||
| 39,845,778 | 1,433,311 | 16,094 | ||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 3.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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, 2025 | Christopher E. Ware | ||||||||||
| Senior Vice President, General Counsel and Corporate Secretary | |||||||||||